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Jayshree Chemicals Ltd.

BSE: 506520 Sector: Engineering
NSE: N.A. ISIN Code: INE693E01016
BSE 00:00 | 24 Sep 6.17 -0.28
(-4.34%)
OPEN

6.65

HIGH

6.75

LOW

6.14

NSE 05:30 | 01 Jan Jayshree Chemicals Ltd
OPEN 6.65
PREVIOUS CLOSE 6.45
VOLUME 59952
52-Week high 8.59
52-Week low 3.14
P/E 205.67
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.65
CLOSE 6.45
VOLUME 59952
52-Week high 8.59
52-Week low 3.14
P/E 205.67
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jayshree Chemicals Ltd. (JAYSHREECHEM) - Director Report

Company director report

To The Members

The Directors have pleasure in presenting herewith their Annual Report together withthe audited Accounts of the Company for the year ended 31st March 2021.

FINANCIAL RESULTS (summary) 31-3-2021 31-3-2020
Rs. Rs.
Profit/(Loss) for the year (1608345) (9050615)
Less/ (Add):
Current Tax - -
Income Tax related to earlier year - -
MAT Credit Entitlement - -
Deferred Tax - -
(1608345) (9050615)
Add: Debit Balance brought forward (252207802) (243157187)
Balance carried forward to next year (253816147) (252207802)

GENERAL

The Company's Shares are listed on the BSE Ltd. and the Listing Fees for the year ended31st March 2021 has been paid.

The Company's Shares are available for dematerialisation both on National SecuritiesDepository Ltd. and Central Depository Services (India) Ltd. The Company's ISIN No. is INE693E01016.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF THE SUBSIDIARY

Pursuant to sub-section (3) of Section 129 of the Companies Act 2013 the statementcontaining the salient features of the financial statement of the Company's subsidiary isgiven as Annexure 1.

Further brief about the business of the Subsidiary i.e. East Coast Powers Limited("ECPL") is as under:

The ECPL became a wholly owned subsidiary of the Company with effect from 30th March2017.

The ECPL has not commenced its business operations. However it has earned interest onTerm Deposits with Bank. Approval of the Government of Odisha for Hydel Project from 24.7MW to 20 MW 6 MW and 6 MW aggregating to 32 MW is awaited. On receipt of the same aformal Memorandum of Understanding will be entered into between the Company and theGovernment of Odisha. Thereafter the Detailed Project Reports will be submitted to theGovernment of Odisha for approval.

During the year under review ECPL incurred a net loss of Rs.757425/-.

As required under the Companies Act 2013 the Board of Directors of the Company has bya resolution given consent for not attaching the balance sheet of ECPL for the year ended31st March 2021. Accordingly the annual Accounts of ECPL are not annexed to the Accountsof the Company. However the same for the above year and the related detailed informationincluding a hard copy thereof shall be made available at any point of time to thoseshareholders of the Company who seek the same. Annual Accounts of ECPL shall also be keptfor inspection by any shareholder at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accounting Standard 21 Consolidated Financial Statements of theCompany together with its subsidiary East Coast Powers Ltd. are annexed.

CAPITAL / FINANCE

As on 31st March 2021 the issued subscribed and paid up share capital of yourCompany stood at Rs.293264570/- comprising of 29326457 Equity shares of Rs.10/-each.

Details required pursuant to Section 134(3) of Companies Act 2013

a) Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of Annual Return in FormMGT-9 is Annexed as Annexure 2.

b) Details of Board Meetings

During the year 2020-21 (Five) Board Meetings were held details of which are givenbelow:

Date of the Meeting No. of Directors who attended the Meeting
29/06/2020 4
01/09/2020 3
14/09/2020 4
05/11/2020 4
11/02/2021 5

A detailed note on the Board and its Committees is provided under Corporate GovernanceReport Section.

The Composition of the Committees and compliances as per the applicable provisions ofthe Act and Rules are as follows:

COMMITTEES OF BOARD

Risk Management Committee

Sl. No. Name Chairman/ Members
1 Shri Satish Kapur Chairman
2 Shri Virendraa Bangur Member
3 Shri Pawan Kumar Gupta (Upto 31.03.2021) Member

No meeting was held during the year. Since the Risk Management Committee is notstatutorily required hence the same was dissolved w.e.f. 28.06.2021.

Audit Committee

Sl. No. Name Chairman/ Members
1 Shri Satish Kapur Chairman
2 Shri Krishna Kumar Kothari Member
3 Smt. Sindhubala Choudhury Member

During the year the Committee met on 29/06/2020 14/09/2020 05/11/2020 and11/02/2021.

Nomination and Remuneration Committee

Sl. No. Name Chairman/ Members
1 Shri Satish Kapur Chairman
2 Shri Shree Kumar Bangur Member
3 Shri Virendraa Bangur Member

During the year the committee met once on 11.02.2021.

Corporate Social Responsibility Committee

Sl. No. Name Chairman/ Members
1 Shri Shree Kumar Bangur Chairman
2 Shri Satish Kapur Member
3 Shri Virendraa Bangur Member

No Meeting was held during the year. Since the Corporate Social ResponsibilityCommittee is not statutorily required hence the same was dissolved w.e.f. 28.06.2021.

c) Directors' Responsibility Statement

Pursuant to the requirements of clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had 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 loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

d) Declaration by Independent Directors

In the opinion of the Board and as confirmed by Independent Directors they fulfil theconditions specified in Section 149 of the Companies Act 2013 and the Rules madethereunder about their status as Independent Directors of the Company.

Disclosure by Independent Directors :

Shri Satish Kapur Smt. Sindhubala Choudhury and Shri Krishna Kumar KothariIndependent Directors of the Company have made requisite disclosures.

e) Company's policy on Directors' appointment and remuneration as per Section 178(3)

1. Directors' appointment and remuneration policy is based on the provisions containedin the Companies Act 2013 the Rules made thereunder and the Listing Regulations.

2. Remuneration of Directors Key Managerial Personnel and other employees is based onthe recommendation of the Nomination and Remuneration Committee on the basis of experienceand exposure in the prescribed fields.

APPOINTMENT POLICY

The appointment policy for Independent Directors Key Managerial Personnel & SeniorExecutives is as under-

(A) Independent Directors:

Independent Directors are appointed based on the criteria mentioned in Section 149(6)of the Companies Act 2013 and in accordance with other applicable provisions of theCompanies Act 2013 Rules made thereunder and the Listing Regulations.

(B) Key Managerial Personnel (KMP):

Based on the recommendation of the Nomination and Remuneration Committee KMP areappointed by the Board of Directors of the Company based on the qualification experienceand exposure in the prescribed fields. Removal of the KMP is done by the Board ofDirectors of the Company. Appointment / Removal is in accordance with the provisions ofthe Companies Act 2013 Rules made thereunder and the Listing Regulations.

(C) Senior Executives:

Senior Executives are appointed by the Director (Commercial) of the Company based ontheir qualification experience & exposure. Removal of the Senior Executives is doneby the Director (Commercial). Appointment and removal is noted by the Board of Directorsof the Company as required under clause 8(3) of the Companies (Meetings of Board and itsPowers) Rules 2014.

f) Explanations or comments by the Board on every qualification reservation or adverseremark or

disclaimer made:-

i) by the Auditors in their report: No qualification or reservation has been observed by the Auditors in their Report.
ii) by the Company Secretary in Practice in his Secretarial Audit Report: No qualification or reservation has been observed by the Secretarial Auditor in his Report.

g) Particulars of loans guarantees or investments under Section 186:

Particulars of such loans and investments are duly disclosed in the Accounts.

No guarantee was given by the Company.

h) Particulars of contracts or arrangements with related parties referred to inSub-section (1) of Section 188.

Particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 is annexed herewith [in Form AOC-2] as Annexure-3.

i) The state of the Company's affairs:

The Company has no significant business activity at present.

j) Amount proposed to be carried to reserves:

The Company proposes to carry forward the loss of Rs.1608345/-

k) Recommendation of Dividend:

The Board has not recommended any dividend for the financial year ended 31st March2021.

l) Material changes and commitments affecting the financial position of the Company:

From the month of June 2021 your Company has started trading in certain Chemicalswhich should increase the profitability of the Company in the current financial year.

m) Details of conservation of energy technology absorption foreign exchange earningsand outgo:

During the year the Company had no manufacturing activity and as such details ofconservation of energy and technology absorption are not given.

During the year there was no foreign exchange earnings or outgo.

n) Development and implementation of risk management policy:

As per the requirements of the Act the Company has developed and implemented the RiskManagement Policy and the Audit Committee of the Board reviews the same periodically.

The Risk Management Policy of the Company identifies evaluates and mitigates theoperational strategic and external environment risks. For the same a Committee which hasoverall responsibility for monitoring and approving the risk policies and associatedpractices of the Company has been formed and it reviews the risks associated with theCompany periodically.

o) Policy of the Company on Corporate Social Responsibility:

Pursuant to Section 135(1) of the Companies Act 2013 as and when your Company fulfillsthe criteria specified in Section 135(1) of the Companies Act 2013 it will approve theCSR Budget. As no CSR activity has been carried no Report on CSR Activities/ Initiativesis enclosed along with this Report.

p) Formal annual evaluation by the Board of its own performance and that of itscommittees and individual directors.

Complied with the provisions of the Companies Act 2013 and the Listing Regulations.

Ratio of Directors Remuneration to Median Employees' Remuneration & other as perRule 5(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Ratio of remuneration of Shri Virendraa Bangur (Managing Director upto 25.06.2020) tothe median remuneration of the employees: 2.26

None of the other Directors received any remuneration other than the sitting fees forattending meetings of the Board or any Committee of the Board.

(ii) The percentage increase (decrease) in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year;

In view of the Company's performance no increases were given to its employees.

(iii) The percentage increase in the median remuneration of employees in the financialyear:

In view of the Company's performance no increases were given to its employees.

(iv) The number of permanent employees on the rolls of Company:

11 permanent employees were on the rolls of the Company at the close of the financialyear.

(v) The explanation on the relationship between average increase in remuneration andcompany Performance:

In view of the Company's performance no increases were given to its employees.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Total remuneration paid to the Key Managerial Personnel of the Company during the year:Rs.4287778/-

In view of the present working no increase was given to Shri Pawan Kumar Gupta andShri Santosh Kumar Lahoti. Shri Rajesh Kumar Singhi was appointed as the WholetimeDirector designated as Director (Commercial) of the Company for a period of three yearswith effect from 11th February 2021. Shri Virendraa Bangur was working as ManagingDirector upto 25th June 2020 and thereafter he continue as a Director of the Company.

(vii) Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer.

Market Capitalisation as on 31/03/2021:

Rs. 3.25 * 29326457 = Rs. 95310985

Market Capitalisation as on 31/03/2020:

Rs. 2.88 * 29326457 = Rs. 84460196

Price Earning ratio as on 31/03/2021 : 3.25/ (0.05) = - 59.58

Price Earning ratio as on 31/03/2020 : 2.88/ (0.31) = - 9.29

% increase or decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer = Rs.(15-3.25)/15 * 100 = 78.33% (decrease)

(viii) Average percentile increase already made in the salaries of employees other thanthe Managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

In view of the Company's performance no increases were given to its employees.

(ix) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.

In view of the present working no increase was given to Shri Pawan Kumar Gupta andShri Santosh Kumar Lahoti. Shri Rajesh Kumar Singhi was appointed as the WholetimeDirector designated as Director (Commercial) of the Company for a period of three yearswith effect from 11th February 2021. Shri Virendraa Bangur was working as ManagingDirector upto 25th June 2020 and thereafter he continue as a Director of the Company.

(x) The key parameters for any variable component of remuneration availed by thedirectors:

The remuneration availed by the directors during the year did not consist of anyvariable component.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

No employee received remuneration in excess of the remuneration paid to the Director(Commercial) during the year.

(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany.

The Company follows its remuneration policy in fixing the remuneration of its employeesor directors.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights sweat equity shares or ESOP.

3. The Director (Commercial) of the Company do not receive any remuneration orcommission from the Company's subsidiary.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. All transactions areauthorised recorded and reported correctly. Internal Audits and checks are carried outregularly.

VIGIL MECHANISM

Pursuant to the requirements of the Section 177 (9) of the Companies Act 2013 theCompany has established Vigil (Whistle Blower) Mechanism which aims to provide a channelto the Directors and employees to report genuine concerns about unethical behaviouractual or suspected fraud or violation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations and in order to maintain these standards the Companyencourages its employees who have genuine concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of directors andemployees to avail of the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases.

This neither releases employees from their duty of confidentiality in the course oftheir work nor can it be used as a route for raising malicious or unfounded allegationsabout a personal situation.

STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the Annual General Meeting held on 26th September 2017 M/s. AMK & AssociatesChartered Accountants having Firm Registration No. 327817E were appointed as StatutoryAuditors for the Company's financial years 20172018 to 2021-2022.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and the Rules made there under Shri Arun KumarJaiswal Practicing Company Secretary was appointed as Secretarial Auditor of the Company.The Report of the Secretarial Auditor is enclosed as Annexure 4 to this Report. The Reportis self-explanatory and do not call for any further comments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shree Kumar Bangur holding DIN 00053237 Director of the Company retires byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for reappointment.

Shri Virendraa Bangur Managing Director resigned from the Board of Directors of theCompany w.e.f. 1st September 2020. He however continues to be a Director of the Company.

Shri Rajesh Kumar Singhi having DIN 01210804 was appointed as Wholetime Directordesignated as Director (Commercial) of the Company for a period of three years w.e.f. 11thFebruary 2021.

Shri Pawan Kurmar Gupta resigned as the Chief Financial Officer of the Company w.e.f.31st March 2021. Shri Rajesh Kumar Singhi was appointed as the Chief Financial Officer ofthe Company w.e.f. 28th June 2021 in addition to Wholetime Director.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

All unclaimed dividends and all shares relating thereto have already been transferredto the Investor Education and Protection Fund established by the Central Government in theYear 2018-19.

FIXED DEPOSITS

Your Company has not accepted any deposit from public in terms of Section 73 of theCompanies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis comprising an overview of the financial resultsoperations / performance and future prospects of the Company is annexed and forms part ofthis Report.

HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets.

PARTICULARS OF EMPLOYEES

The Company had no employee drawing remuneration specified under the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 during the year underreview. Accordingly the particulars required under the above Rule have not been given.

CORPORATE GOVERNANCE

As per the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with a Certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels whocontributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.

On behalf of the Board
Virendraa Bangur Rajesh Kumar Singhi
Director Director (Commercial) & CFO
Date: 28th June 2021 (DIN: 00237043) (DIN: 01210804)

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