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Jayant Agro Organics Ltd.

BSE: 524330 Sector: Industrials
NSE: JAYAGROGN ISIN Code: INE785A01026
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VOLUME 1495
52-Week high 222.20
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Buy Price 81.00
Buy Qty 200.00
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OPEN 85.40
CLOSE 89.25
VOLUME 1495
52-Week high 222.20
52-Week low 80.00
P/E
Mkt Cap.(Rs cr) 246
Buy Price 81.00
Buy Qty 200.00
Sell Price 93.00
Sell Qty 13.00

Jayant Agro Organics Ltd. (JAYAGROGN) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Twenty Seventh Annual Reportfor the financial year ended 31 st March 2019 along with the Audited FinancialStatements and the Auditor’s Report thereon.

1. Financial Results:• ( in Lakhs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations and other income 80354.73 78563.47 244403.87 255710.75
Profitbefore Depreciation & Amortisation Expenses Finance 9503.38 9376.28 14647.54 15090.19
Costs and Share of Net Profits/(Loss) of Investments and Tax
Less: Depreciation and Amortisation Expenses 846.86 783.25 1127.13 1084.26
Profit before Finance cost and Share of Net Profits/(Loss) of 8656.52 8593.03 13520.41 14005.93
Investments and Tax
Less: Finance Cost 1298.12 2240.77 4482.48 5424.23
Profit before Share of Net Profit/(Loss) of Investments and Tax 7358.40 6352.26 9037.93 8581.70
Add : Share in Profit and Loss of Joint Venture - - 45.18 23.42
Profit before Tax 7358.40 6352.26 9083.11 8605.11
Less: Provision for Tax 2607.95 2109.58 3240.28 2896.85
Profit for the year 4750.45 4242.68 5842.83 5708.27
Add/(Less) Other Comprehensive Income (OCI) 354.90 (555.35) 478.99 (917.32)
Total Comprehensive Income for the year 5105.35 3687.33 6321.82 4790.95
Less: Total Comprehensive Income for the year attributable to - - 293.38 271.50
Non-Controlling Interest
Total Comprehensive Income for the year attributable Owners of the Company - - 6028.44 4519.45
Add: Profit brought forward from the previous year including OCI 20048.89 16821.93 23013.67 18954.59
Profit available for appropriation which is appropriated as follows: 25154.24 20509.26 29042.11 23474.04
Appropriations:
Interim Dividend - 195.00 98.25 195.00
Final Dividend 405.00 187.50 405.00 187.50
Dividend Distribution Tax 56.36 77.87 76.55 77.87
Closing Balance including OCI 24692.88 20048.89 28462.31 23013.67
Earnings per share(EPS) (Face Value of shares 5/-) 15.83 14.14 18.60 17.82

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statementsof the Company which include the results of the Company’s subsidiaries; viz. IhseduAgrochem Private Limited Ihsedu Itoh Green Chemicals Marketing Private Limited and IhseduCoreagri Services Private Limited and its share in the Associate Company Vithal CastorPolyols Private Limited. The Standalone Financial results for the year show a

Total Income of 80354.73 Lakhs compared to 78563.47 Lakhs andstandalone Net Profit after tax of 4750.45 Lakhs as compared to 4242.68 Lakhs in theprevious year and the Consolidated Financial results for the year show Total

Income of 244403.87 lakhs compared to 255710.75 lakhs andConsolidated Net Profit compared to 5708.27 lakhs in the previous year.

3. Dividend & Reserves:

The Board of Directors are pleased to recommend dividend of

2/- per share on face value of 5/- each on the paid up equity sharecapital of the Company for consideration and approval of the shareholders at the annualgeneral meeting. The equity dividend outgo for the Financial Year 2018-19 inclusive oftax on distributed profits will be 723.33 lakhs.

Your Directors do not propose to transfer any amount to the

General Reserve for the financial year ended March 31 2019.

4. Change in Nature of Business:

There were no material changes in the nature of business of the Companyduring the year under review.

5. Credit Rating:

The Credit Rating of the Company for Long Term Debt and Short Term Debtis Crisil A-/ Stable and Crisil A2+ respectively rated by CRISIL Limited.

6. State of Company’s Affair:

In order to avoid duplication and for the sake of betterunderstandingthe State of Company’s Affairs is explained in detail in the sectionManagement Discussions and Analysis which has been included in this sections of thedirectors report.

7. Listing of Shares:

The Company’s equity shares are actively traded on Bombay StockExchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Furtherthe applicable listing fees for the financial year 2019-20 has the respective StockExchange(s).

8. Management’s Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company andits performance:

India’s total exports of castor oil for the year 2018-19 was 5.61lakh metric tons as against 6.51 lakh metric tons for the previous year. The subduedprices in the harvesting season resulted in a lower acreage of 7.82 lakh hectares against8.32 lakh hectare in 2017-18. With North Gujarat the major producer of castor seeds facinga scarcity of water the average yields also saw a significant drop. The crop therefore isestimated to be 10.6 lakh metric tons against previous years crop of 14.3 lakh metrictons.

The prices of castor seeds could witness volatility due to the low cropnumbers. With the carry forward of castor seeds being estimated around 4 lakh tons thedemand supply is likely to remain tight during the last quarter.

The demand for sebacic acid has been stable despite competition frompetroleum based substitutes. China continues to dominate the sebacic acid industry. Youreff to improve its capacity companycontinuestomake utilization and gain a foothold in anindustry dominated by China. Your company has invested in an Indo-Japanese-Korean jointventure Vithal Castor Polyols Pvt. Ltd. (VCP). VCP’s products directly compete withpetroleum based polyols due to which it is facing challenges in capacity utilization andwill result in a longer gestation period for the investment. Further the company is alsorealigning its product mix to adjust to the market conditions.

The Financial highlights of the Company are as under:

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Ratio Ratio Ratio Ratio
(i) Debtors Turnover 12.35 10.07 11.05 10.40
(ii) Inventory Turnover 3.14 3.68 5.28 5.70
(iii) Interest Coverage Ratio 6.67 3.83 3.03 2.59
(iv) Current Ratio 1.82 1.58 1.35 1.24
(v) Debt Equity Ratio 0.49 0.71 1.18 1.73
(vi) OperatingProfitMargin (%) 11.66 10.90 5.91 5.38
M (%) (vii)NetProfit 5.95 5.43 2.40 2.24
(viii) Net Worth (In Crores) 317 270 377 322

(b) Opportunities & Threats:

With more than 80% of your Company’s production being exportedthe state of the world economy besides other industrial and scientific developments hasan important bearing on its growth. paid to Your company’s products are competingwith end products manufactured from crude oil and other vegetable oils. The price behaviorof castor oil in relation to them is likely to have a bearing on the growth of thecompany. Environment being a major concern the search for green products is likely tointensify in the future. Castor Oil being a natural renewable and bio-degradable productis gaining importance as a green product. With improved irrigation better quality inputsand scientific farming there is a substantial scope to improve yields per hectare ofcastor seeds. Besides due to its unique chemical structure it findsmyriad applications invirtually every industry be it agriculture lubricants paints inks surface coatingspharmaceuticals food engineering plastics cosmetics perfumeries electricals rubberand so on. Your company continues to endeavor to tap these opportunities by focusing onResearch & Development and investing in new capacities new technologies newapplications and new products.

Castor Seeds continue to be a volatile raw material in terms of itsprice and is prone to speculation. Being a shallow commodity speculation could lead toextraordinary swing in prices specially with the wider platform being provided by thelisting on National Commodity and Derivatives Exchange (NCDEX). SEBI is keeping a vigilantand watchful eye to ensure an orderly market. Being an agricultural product it depends onthe rainfall and weather conditions prevailing in the area of castor growing States in thecountry though it is a sturdy crop. The limited size of the crop makes it susceptible tospeculation and wild gyration in prices. To mitigate the ect of uncertain weather theCompany has laid downeff parameters for inventory management. The Company has propermechanism in place to immediately respond to any unforeseen eventualities. The Company isalso cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

(c) Segment:

The Company is organised into three business segments – CastorOil Derivatives and Power Generation.

(d) Outlook:

The long term demand outlook for your Company’s products remainspositive although the near term uncertainties remain due to short term concern onavailability of castor seeds and subdued crude oil prices. Emphasis on green eco-friendlyproducts is likely to lead to increase in innovation of new products and uses of castoroil by the chemical industry. Your Company continues to invest in Research &Development to tap on new growth opportunities. Your Company is also undertaking abackward integration program in order to increase the availability of castor seeds.Barring unforeseen circumstances your Directors expect a stable performance.

(e) Risks and Concerns:

The Company’s products are used across geographies in a variety ofindustries thereby to a great extent mitigating the risks associated with demand for itsproducts on a long-term basis. The price behavior of raw material depends on the weatherpattern in the castor growing regions the impact of El Nino on monsoon in these regionsglobal demand and inventory and prices of other oils including Crude Oil and thereforecan be volatile as well as unpredictable. The Company is closely watching the developmentof factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of rawmaterials by limiting its unhedged exposure. With the business of the Company growingsteadily and demand for trained and experienced manpower in excess of the supply the riskof managing the people is very big. The Company has to retain its existing trainedworkforce and also attract new talent for its different operations. To improve theperformance of the staff at work; various refresher training courses are organized toupdate their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseasmarkets as more than 80% of the industries production is exported. The threat of newentrants and competition due to aggressive trading policies adopted by them continue to beof concern.

The Company has focused its and introducing new products therebymitigating to a certain extent the industry.

Unrestricted speculation and high volatility due to trading incommodity exchange could have a negative effect on the growth of the industry

Your Company has been engaged in several legal cases in connection withor incidental to its business operations. These include service excise and customs casesetc. filed by and against the Company. These cases are being pursued with due importanceand in consultation with legal experts in the respective areas. Your Board believes thatthe outcome of these cases is unlikely to cause a material adverse effect on thecompany’s profitability or business performance.

Your Company has a contingent liability of 148.62 lakhs as on March 312019 Attention of the shareholders is drawn to the explanations mentioned in note no. 35of the Notes to Financial statements forming integral part of the balance sheet as onMarch 31 2019. In view of the present status and based on legal advice received yourBoard of Directors are of the opinion that no provision is required to be made againstthese contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on ourcurrent expectations assumptions estimates and projections. We have tried whereverpossible to identify such statements by using words such as anticipates estimatesexpects plans believes and words of similar substance in connection with any discussionof future performance. Stakeholders are urged to pay careful attention to the risk factorsdescribed in this report. One or more of these risks could have an adverse effect on theCompany or its group Companies activities conditions financial results. Furthermoreother risks not yet identified or considered as not material by the group could have thesame adverse effect. All the forward looking statement included in this report are basedon information available to us on the date of issue of this report. The Company do notundertake to update the said statements to reflect the future events or circumstancesunless required under the statue.

Awards and Recognition:

The panel of Solvent Extractors’ Association of India (SEA)conferred Shri Jayraj G. Udeshi better known as ‘Vamanbhai’ Director ofmaterial subsidiary Company Ihsedu Agrochem for Global Castor Lifetime AchievementAward. He has played a vital role in bringing global attention on Indian castor industryand contributing significantly towards increasing farmers livelihood in the western regionof the country. The award was felicitated by Shri Siraj Hussain former Secretary ofAgriculture and Farmers’ Welfare Govt of India at The Global Castor Conference– 2019. Ihsedu Agrochem Private Limitedonmarketing bagged two awards for The HighestProcessors of Castor Seeds Oilcake’ and ‘The Second Highest Exporter ofin Castor Seeds Extraction from the SEA.

9. Material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements

There has been no material changes occurred subsequent to the close ofthe financial year of the Company to which the balance sheet relates and the date of thereport.

10. Highlights of the Performance/Financial Position of each ofsubsidiaries/associates/joint venture companies as included in the consolidated financialstatements

The Company (including its subsidiaries and associates) operates inthree segments:

1. Consolidated Results :

The consolidated turnover of the Company has been

244403.87 lakhs against 255710.75 lakhs in the previous year. TheEBDITA was 14692.71 lakhs for current year and 15113.61 lakhs for the previous year.

2. Derivatives:

The turnover of the derivatives has been 78928.36 Lakhs against77157.01 Lakhs in the previous year. The EBDITA has increased to 8962.16 lakhs ascompared to 8898.66 lakhs for the previous year.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu AgrochemPvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in JayantAgro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at130.82 Lakhs

Your directors are pleased to announce that nearly 28.4% of theelectricity at its Ranoli unit and 10% of its power requirement at its crushing plant inJagana Palanpur is met by green energy produced from the wind mills. We would also liketo state that more than 93.7% of its steam requirement is met by using its own productDe-oiled Cake making your company an environment friendly manufacturer of environmentallyfriendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review IAPL a material subsidiary of the Companyachieved a turnover of 184286.72 lakhs as compared to 196456.05 lakhs in the previousyear. The Profit after tax stood at 1034.94 lakhs as against profit of 1434.14 lakhs inthe previous year.

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review ICAS a subsidiary of the

Company had profit 3.31 lakhs in the previous year.

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review IIGCM achieved a total revenue of 25.94lakhs as compared to 23.66 lakhs in the previous year. The thedate profit thereport11.95 lakhs against profit 11.34 lakhs in the previous year.

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo – Japanese - Korean Joint Venture Company and yourcompany owns 50% equity shares. VCP’s products directly compete with petroleum basedpolyols due to which it is facing challenges in capacity utilization and will result in alonger gestation period for the investment. During the year under review VCP achieved aturnover of 1789.25 lakhs as compared to 1021.93 lakhs in the previous year. The Profitafter tax stood at 86.03 lakhs as against profit of 46.83 lakhs in the previous year.ThePolicy on material subsidiary is available on https://www.jayantagro.com. The auditedaccounts of the subsidiary companies are placed on the Company’s website and the sameare open for inspection by any member at the Registered Office of the Company on anyworking day between 10.00 a.m. to 5.00 p.m.

In accordance with Section 129(3) of the Companies Act

2013 the Company has prepared consolidated financial statements of theCompany and all its subsidiary and associate companies which forms part of the AnnualReport. A statement containing salient features of the financial statements and othernecessary information of the subsidiary companies in the format prescribed under FormAOC-1 is appended as Annexure I to this Report.

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Company athttps://www.jayantagro. com. Further as per the fourth proviso of the said SectionFinancial Statements of each of the subsidiary companies have also been placed on thewebsite of the Company at https://www.jayantagro.com. Accordingly the said documents arenot being attached to the Annual Report. Shareholders interested in obtaining a copy ofthe Audited Annual Financial Statements of the subsidiary companies may write to theCompany Secretary.

As stipulated in the provisions of the Companies Act 2013 (Act) andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI[LODR]) theconsolidated financial statements have been prepared by the Company in accordance with theapplicable Accounting Standards.

of 0.31 Lakhs as against Loss of

11. Research and Development (R & D):

Our R & D has received the recognition from the Department ofScientific and Industrial Research (DSIR) Government of

India for the period 31-03-2019 upto 31-03-2022 as an In-house R &D unit. Recently our R & D has installed additional sophisticated instruments whichwill help in improving yields & quality by identifying impurities formed e.g. throughunwanted reactions depending on the reaction conditions identifying the main componentsforming in chemical reactions identifying the role of impurities in raw-materials leadingto unwanted reactions. With such identification the synthesis reactions will be able torun under optimum conditions to have better yields selectivity & overallefficiencies. Of course this will also upgrade the quality of our products.

Some areas of development are surfactants monomers synthesis forpolymerisation reactions purity improvements in existing products process improvements& esters useful as plasticisers for polymers like PVC or as emollients in cosmetics.

12. Details in respect of adequacy of internal financial with referenceto the Financial Statements:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The management monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Periodicalreports on the same are presented to the Audit Committee.

13. Deposits:

The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

14. Particulars of loans guarantees or investments under section 186of the Companies Act 2013:

Particulars of loans given investments made guarantees given andsecurities provided by the Company as on March

31 2019 are given in the notes forming part of the financialstatement.

15. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during thefinancial year were on arm’s length basis and in ordinary course of business.Thereare no materially significant related party transactions made by the Company during theyear. All the Related Party Transactions are placed before the Audit Committee and alsothe Board for approval. A policy on Related Party Transactions is uploaded on theCompany’s website and can be accessed through the weblink https://www.jayantagro.com. Prior Omnibus approvals are granted by the Audit Committee for relatedparty transactions which are of repetitive nature entered in ordinary course of businessand are at arm’s length basis in accordance with the provisions of the Companies Act2013 read with the rules made thereunder and the Listing Regulations.

The particulars of Contracts and Arrangement with related partiesreferred to in Section 188(1) of the Companies Act 2013 as prescribed in Form AOC-2 isnot applicable.

16 Reclassification as per Regulation 31 (A) of SEBI (Listing

Obligation and Disclosure Requirements) Regulations 2015

The Company had at its 26thAnnual General Meeting held on28th July 2018 obtained approval of the shareholders for re-classification ofMr. Dilipsinh G. Udeshi jointly with

Mrs. Damyanti D. Udeshi from “Promoter and “PromoterGroup” category to Public category as per Regulation 31A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Subsequent thereto the Company had madeapplications to the Stock Exchanges for their approval for the aforementionedreclassification.

The Company has received the approvals from Stock

Exchanges for the re-classification on 7 th September 2018.

17. Key Managerial Personnel and Directors: a) Changes in Directorsand Key Managerial Personnel (“KMP”):

On the recommendation of the Nomination and Remuneration Committee andthe Board of Directors at their meetings held on May 11 2019 subject to approval of theshareholders at the ensuing Annual General Meeting Mr. Varun A. Udeshi to be re-appointedas the Whole-time director of the Company for a further term of three (3) years commencingfrom July 23 2019.

In accordance with the provisions of section 203 of the Companies Act2013 the following are the Key Managerial Persons (KMP) of the Company:

Name of KMP’s Designation
Mr. Abhay V. Udeshi Chairman & Whole – Time
Director
Mr. Hemant V. Udeshi Managing Director
Dr. Subhash V. Udeshi Whole – Time Director
Mr. Varun A. Udeshi Whole – Time Director
Mr. Vikram V. Udeshi Chief Financial Officer
Mr. Dinesh M. Kapadia Company Secretary

As per the provisions of the Companies Act 2013 Mr. Abhay V. Udeshiretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Nomination and Remuneration Committee and the Boardrecommends his re-appointment.

The tenure of Independent Directors viz. Mr. JayasinhV. Mariwala Mr.Deepak V. Bhimani Mr. Vijay Kumar Bhandari and Mr. Mukesh C. Khagram concludes at theensuing Annual General Meeting. As per the provisions of Companies Act 2013 and SEBILODR the above mentioned Independent Directors are eligible to be re-appointed for secondterm of consecutive five year subject to passing of special resolution. The Company hasreceived consent letters from all the above mentioned Independent Directors signifyingtheir intention for their re-appointment. The company has also received letters frommembers nominating the reappointment of above mentioned directors. In view of the samethe Nomination and Remuneration Committee and the Board of Directors at its meeting heldon May 11 2019 recommended the re-appointment of the above mentioned persons asIndependent Director of the Company for second term of five consecutive years subject tothe approval of shareholders at the ensuing Annual General Meeting. As per the SEBI(Listing Obligation & Disclosure Requirement) Amendment Regulation 2018 aNon-Executive director who has attained the age of seventy five years shall be appointedor his appointment be continued only after passing of special resolution by the

Company. The said regulation is effective from April 1

2019. In view of the same the Board of Directors upon therecommendation of the Nomination and Remuneration Committee meeting held on May 11 2019proposed the re-appointment and continuity of directorship of Mr. Jayasinh V. MariwalaMr. Deepak V. Bhimani and Mr. Vijay Kumar Bhandari all being Independent Directors of theCompany.

b) Declaration of Independence:

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed both under the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with therules made thereunder Regulation 17(10) of the Listing Regulations and the Circularissued by SEBI the evaluation of the Annual Performance of the Directors/ Board/Committees was carried out for the Financial year 2018-19 The details of the evaluationprocess are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors’ Appointment and Remuneration:

The Company has devised a Policy for remuneration for the DirectorsKMPs and other employees. The policy also includes performance evaluation of the Boardwhich includes criteria for performance evaluation of the Independent DirectorsNon-Executive Directors and Executive Directors. Policy is also displayed on theCompany’s website under the weblink https://www. jayantagro.com. The Nomination andRemuneration Policy is appended as Annexure II to this Report

e) Familiarisation Programme:

The details of programs for familiarisation of Directors with theCompany is available on the website of the Company https://www.jayantagro.com.

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met five(5) times.

The details of the Board Meeting are provided in the CorporateGovernance report forming part of this report.

18. Board Committees: i) Audit Committee:

As on March 31 2019 the Audit Committee of the Company comprises of 5Directors 4 of which are Independent Directors. All members of Audit Committee arefinancially literate. The members of the Audit Committee are as under;

Mr. Jayasinh V Mariwala - Chairman
Mr. Vijaykumar Bhandari - Member
Mr. Deepak V. Bhimani - Member
Mr. Mukesh C Khagram - Member
Mr. Abhay V. Udeshi - Member

All the recommendations made by the Audit Committee were accepted bythe Board.

ii) Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee of the Company comprisesof 4 Directors namely;

Mrs. Sucheta N Shah - Chairperson
Mr. Abhay V. Udeshi - Member
Mr. Hemant V. Udeshi - Member
Dr. Subhash V. Udeshi - Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3Directors all are Independent Directors.

Mr. Jayasinh V. Mariwala - Chairman
Mr. Deepak V. Bhimani - Member
Mr. Mukesh C. Khagram - Member

A detailed write up of the above committees is mentioned in theCorporate Governance section of this report.

19. Corporate Social Responsibility (“CSR”): CSR Committee:

The CSR Committee of the Company comprises of the following members

Mr. Deepak V. Bhimani - Chairman
Mr. Abhay V. Udeshi - Member
Mr. Hemant V. Udeshi - Member

CSR Policy:

The Board of Directors based on the recommendations of the Committeeformulated a CSR Policy encompassing the Company’s philosophy for describing itsresponsibility as a corporate citizen laying down the guidelines and mechanisms forundertaking socially relevant programmes for welfare and sustainable development of thecommunity at large. CSR Policy is available on web link https://www.jayantagro.com

CSR spent during the Financial Year 2018-19

The amount required to be spent on CSR activities during the year underreview in accordance with the provisions of Section

135 of the Act was 107.45lakhs and the Company had spent 109.49 lakhsduring the current financial year. The requisite details on CSR activities pursuant toSection 135 of the Act and is appended as Annexure III to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company’scompetitive advantage.

21. Auditors: i) Statutory Auditors:

At the 25th Annual General Meeting held on August 9 2017M/s. Vatsaraj & Co. Chartered Accountants Mumbai (Firm’s Registration no.111327W) were appointed as offi StatutoryAuditors theCompanytohold the conclusionof the 25th Annual General Meeting until the conclusion of the 30thAnnual General Meeting to be held in year 2022. Provisions with respect to ratification ofappointment of statutory auditor at every annual general meeting during their tenure ofappointment has been withdrawn by the Companies (Amendment) Act 2017.

Therefore ratification of appointment at every annual general meetingis not required and therefore validity of the said appointment shall be till theconclusion of 30th Annual General Meeting to be held in year 2022. The Company hasreceived written consent and a certificate from M/s. Vatsaraj & Co. CharteredAccountants that they satisfy the criteria provided under Section 141 of the Act and thatthe appointment is in accordance with the applicable provisions of the Act and rulesframed thereunder.

Auditors Report:

The Report given by M/s. Vatsaraj & Co. Statutory Auditors on thefinancial statement of the Company for the year

2018-19 is part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

As per the requirements of Section 148 of the Act read with TheCompanies (Cost Records and Audit) Rules 2014 as amended maintenance of cost records isapplicable to the Company. The Audit of the Cost Accounts relating to Chemical products isbeing carried out every year. The Board of Directors have based on the recommendation ofthe Audit Committee appointed M/s. Kishore Bhatia

& Associates (FRN 00294) Cost Accountants Mumbai to audit thecost accounts of the Company for the financial year 2019-20 from April 1 2019 to March31 2020 on a remuneration as may fixed by the Board in consultation with Cost Auditor. Asrequired under the

Act necessary resolution seeking member’s ratification for theremuneration payable to M/s. Kishore Bhatia & Associates is included in the Noticeconvening the 27th Annual General Meeting. The Cost Audit Report in respect ofFinancialYear2018-19willbefiledwithin the due date. Cost Audit Report for the FinancialYear 2017-18 was within the prescribed time limit.

iii) Internal Auditor :

Pursuanttotheprovisionsofsection138oftheCompanies Act 2013 read withthe rules made thereunder M/s. T. P. Ostwal & Associates LLP Chartered Accountantsconducted the Internal Audit of the Company for the financial year 2018-19. The AuditCommittee at its meeting held on May 11 2019 recommended to the Board the appointment ofM/s. T. P. Ostwal & Associates LLP Chartered Accountants as the Internal Auditor ofthe

Company for financial year 2019-20. The said proposal for appointmentof M/s. T P Ostwal & Associates LLP as the Internal Auditor of the Company wasapproved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013read with rules made thereunder and SEBI (LODR) The Board had appointed M/s. V VChakradeo & Co. Company Secretaries (C.P. No. 1705) to conduct Secretarial Audit ofthe Company and its material subsidiary for the financial year ended March

31 2019. Further the Company is also required to obtain SecretarialCompliance Report from Practising Company Secretary to certify the compliance ofprovisions of all the SEBI Regulations.

Accordingly the Secretarial Audit Report of the Company and itsmaterial subsidiary Company Ihsedu Agrochem Private Limited along with the Secretarial

Compliance Report for the Company for the financialyear ended March31 2019 was issued by M/s. V. V. Chakradeo & Co. Company Secretaries forms part ofthis report and is appended as Annexure IV.

The Company has adhered with the Secretarial Standards issued by ICSI.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

22. Reporting of Frauds by Auditors:

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.

23. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of annual return as on March 31 2019 in Form No. MGT-9 is appended as Annexure Vof this report as is also available on the website of the Company Web linkhttps://www.jayantagro. com

24. Conservation of energy technology absorption foreign exchangeearnings and outgo:

The particulars of the conservation of energy technology absorptionforeign exchange earnings and outgo as required to be disclosed under the Act isappended as Annexure VI to this Report.

25. Details of establishment of Vigil Mechanism for directors andemployees:

Pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and as required under SEBI (LODR) the Company has established a vigilmechanism for directors and employees to report genuine concerns. The details of theWhistle Blower Policy is available in the Corporate Governance report annexed to thisreport. The Whistle Blower Policy is also uploaded on the website of the Company.

26. Particulars of Employees:

The Company has 378 Employees as on March 31 2019. In accordance withthe provisions of Section 197(12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement containingthe disclosures pertaining to remuneration and other details as required under the Act andthe above Rules are provided in the Annual Report. The disclosures as specified under Rule5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014have been appended to this Report as

Annexure VII.

As per the provisions of Section 136(1) of the Act the reports andaccounts are being sent to all the Members of the Company. Details as required pursuant toRule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amendedare available for inspection by Members at theregistered office of the

Company between 10.00 a.m. to 5.00 p.m. on any working day (Monday toFriday) up to the date of the Twenty Seventh Annual General Meeting. Any Memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on such request.

27. Corporate Governance Report:

As per Regulation 34 (3) read with Schedule V of SEBI (LODR) a separatesection on Corporate Governance practices followed by the Company together with aCertificate from

Company’s Statutory Auditor M/s. Vatsaraj & Co. CharteredAccountants Mumbai and Certificate from M/s. V. V.

Chakradeo & Co. Practising Company Secretary confirming complianceforms an integral part of this report.

28. Directors’ Responsibility Statement:

Based on internal financial by the Company reviews performed by themanagement reports provided by the internal statutory cost and secretarial auditors aswell as external agencies as and when required the Board is of the opinion that theCompany observed adequate and effective financial controls during the reporting period.

Pursuant to clause (c) of sub-section (3) of Section 134 and 134(5) ofthe Companies Act 2013 the Board of Directors to the best of their knowledge andability confirm that-

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancialyear and of the profit of the company for that period;

(c) The Directors have taken proper and 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 concernbasis;

(e) The Directors have laid down internal financial controls

(as required by explanation to section 134 (5)(e) of the Companies Act2013) be followed by the company and that such internal financial controls are adequateand are operating effectively and

(f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

29. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company’s operations infuture

There has been no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company’soperations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act2013 the unclaimed / unpaid Equity Share

Dividend for F Y 2010-11 amounting to 165145.75/-which remainedunclaimed for the period of seven years has been transferred by the Company to theInvestor Education and Protection Fund (IEPF) established by the Central Government. TheDetails of Investor Education and Protection Fund provided on Company’s website underthe weblink https://www.jayantagro.com.

31. Transfer of Shares to Investor Education and Protection Fund:

In Accordance with the Investor Education and Protection Fund (IEPF)Authority (Accounting Audit Transfer and Refund) Rules 2016 as amended During theyear under review the Company had transferred 9521 equity shares of face value of

5/- each fully paid up to Investor Education and Protection

Fund Account in respect of which dividend remained unclaimed/ unpaidfor a period of seven consecutive years.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remainingunclaimed for a period of seven years from the date of transfer to the unpaid dividedaccount to the Investor Education and Protection Fund (IEPF). The shareholders arerequested to claim the dividend from the Company before transfer to IEPF. The unclaimeddividend amount as on March 31 2019 is as under:-

Financial Year Dividend type Amount in Lakhs Due date for transfer to Investor Education & Protection Fund.
2011-2012 Equity 2.07 02.12.2019
2012-2013 Equity 2.66 18.11.2020
2013-2014 Equity (Interim ) 2.87 15.05.2021
2013-2014 Equity (Final) 0.60 02.12.2021
2014-2015 Equity 1.28 29.11.2022
2015-2016 Equity 5.13 19-11-2023
2016-2017 Equity (1st Interim) 1.68 28-09-2023
2016-2017 Equity (2nd Interim) 1.59 24-12-2023
2016-2017 Equity (3rd Interim) 6.25 11-04-2024
2016-2017 Equity (Final) 1.79 14-10-2024
2017-2018 Equity (1st Interim) 2.12 02-01-2025
2017-2018 Equity (Final) 3.67 02-10-2025

33. Industrial Relations:

The Relations between the Employees and the Management have remainedcordial during the year.

34. Safety and Environment :

Your Company has declared the Safety Health and Environment Policy andcontinued their commitments towards safety and environment. The Committee formed for thepurpose of safety and environments have continued to educate and motivate the employees onvarious aspects on safety and environment through training program and seminars.

During the year following safety program were held on the datesmentioned therein.

Fire Safety week: 14th – 20th April
Safety week: 4th March – 10th March
Environment Day: 5th June

The Company is a member of Effluent Channel Projects for disposal ofEffluent Water and also of Nandesari Environment Control Ltd. for disposal of solidwaste. The Company is continuously monitoring its waste to ensure adherence to pollutioncontrol norms. The Factories are ISO

45001:2018 certified.

35. Insurance:

The properties and insurable interest of your Company like BuildingPlant and Machinery Stocks etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has set up an InternalComplaints Committee to redress complaints received regarding sexual harassment. YourDirectors further state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

37. Acknowledgement:

Your Directors wish to place on record their sincere appreciation forthe whole hearted support extended by the Bankers Authorities of Government such asMinistry of Commerce and State Government of Gujarat Gujarat State Electricity BoardGujarat Pollution Control Board Gujarat Industrial Development Corporation GujaratAlkalies& Chemicals Ltd. and Ranoli Panchayat. Also we would like to thank ouremployees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors
Place: Mumbai Abhay V. Udeshi
Date: May 11 2019 Chairman