Your Directors have pleasure in presenting their 34th Annual Report togetherwith the Audited Financial Statements (Standalone and Consolidated) for the Financial Yearended 31st March 2019.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated financial highlights of your Company for thefinancial year ended 31st March 2019 are summarized below:
(Amt in Rs.)
|Particulars || |
| ||FY 2018-19 ||FY 2017-18 ||FY 2018-19 ||FY 2017-18 |
|Revenue From operations ||1182795087 ||1176540395 ||1210431703 ||1180257957 |
|Other Income ||12945204 ||6323361 ||15460416 ||6251643 |
|TOTAL REVENUE ||1195740291 ||1182863756 ||1225892119 ||1186509600 |
|Depreciation ||20126391 ||19942919 ||20154720 ||19974608 |
|Other Expenses ||1128796767 ||1137994560 ||1152463980 ||1140888352 |
|PROFIT BEFORE TAX ||46817133 ||24926277 ||53273419 ||25646640 |
|Deferred Tax ||(4445000) ||(542000) ||(4060000) ||(189000) |
|Current Tax ||15722430 ||8449010 ||16863961 ||8854877 |
|Tax Expenses related to prior year ||236729 ||22554 ||236729 ||22554 |
|PROFIT FOR THE YEAR ||35302974 ||16996713 ||40232729 ||16958209 |
|Other Comprehensive Income (Net) ||(1511750) ||1376728 ||(1819174) ||1376728 |
|Total Comprehensive Income for the year ||33791224 ||18373441 ||38413555 ||18334937 |
Your Directors are pleased to recommend a dividend of Rs. 0.15 paise i.e 15% perequity share of the Company having face value Rs. 1/- each for the financial year 2018-19subject to the approval of the Members at the 34th Annual General Meeting.
Dividend together with tax thereon for the financial year 2018-19 lead to cash out flowof Rs. 15.71 Lakhs (Rs. 13.03 Lakhs as dividend and Rs. 2.68 Lakhs will be paid asDividend Distribution Tax). The dividend will be paid to those Members whose names arefurnished by National Securities Depository Limited and Central Depository Services(India) Limited as beneficial owners as on Record Date i.e Wednesday 11thSeptember 2019 and to those Members who hold shares in physical form and whose namesappear on the Register of Members of the Company on that date.
Your Company had declared dividend for the financial years 2013-14 2014-15 2015-162016-17 and 2017-18 which is less than Seven (7) years hence no amounts were required tobe transferred to Investor Education and Protection Fund as on date. Further your Companyhas filed information relating to unclaimed and unpaid dividend erstwhile Form 5 INV andForm IEPF 2 providing status of unpaid and unclaimed dividend. Detailed list ofunpaid and unclaimed dividend can also be accessed on the website of the Company at http://jaysynth.com/UnclaimedDividenDetails.html
3. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND
To avoid risk of loss/interception of dividend warrants in postal transit and / orfraudulent encashment Members are requested to avail of the National Electronic ClearingSystem facility for encashing dividend directly to their respective bank account. Thisalso ensures faster and safe credit of dividend. Members holding shares in dematerializedform may note that the Bank Account Mandate registered against their respective DepositoryParticipants will be used by the Company for payment of Dividend. Members who wish tochange their Bank Account Mandate may advise their Depository Participants about suchchange. The Company or Registrar and Transfer Agent cannot act on any direct request fromsuch Members for change/deletion of such Bank particulars.
Members holding shares in physical form are requested to send their National ElectronicClearing System (NECS) Mandate Form in the format available at the Company's website at www.jaysynth.comduly filled and thereafter send it to the Registrar and Transfer Agent of the Companyi.e. Link Intime India Private Limited. In order to provide protection against fraudulentencashment of dividend warrants Members holding shares in physical form are requested tointimate the Company under the signature of the sole/first joint holder the followinginformation which will be used by the Company for dividend payments:
i. Name of Sole / First joint holder and Folio No.
ii. Particulars of Bank account viz:
Name of the Bank
Name of the Branch
Bank account number allotted by the Bank
Nine digits MICR code of the Bank
Account type whether Savings bank account (SB) or Current account (CA)
Complete address of the Bank with Pin Code Number
Cancelled cheque leaf of the aforesaid Bank Account
4. TRANSFER TO RESERVES
Your Company has transferred during the financial year ended 31st March2019 amount of Rs. 50 Lakhs as against Rs. 50 Lakhs in the financial year ended 31stMarch 2018 to the General Reserves out of the profit available for appropriation.
5. STATE OF COMPANY'S AFFAIRS
The Company products comprising Dyes Pigments and Inks are colouring materialshaving its customer base in several industries such as Textile Paints Coatings PlasticPaper etc. These user industries will continue to grow because of growing population andincrease in discretionary spending. Also growth of the Company is highly dependent ontextile sector where many products of the Company find its application. During the yearunder review the Company could not achieve desired growth in sales revenue in view ofmultiple challenges but as compared to the previous year there was improvement infinancial performance in terms of Operating profit. Operating profit before other incomefor the year under review was Rs. 522.49 Lakhs as compared to Rs. 426.94 Lakhs during theprevious year.
6. REVIEW OF PERFORMANCE
a) Standalone: For the financial year ended 31st March 2019 Revenuefrom Operations amounted to Rs. 11827.95 Lakhs as against Rs. 11765.40 Lakhs in theprevious financial year ended 31st March 2018. Profit after tax for the yearunder the review amounted to Rs. 353.03 Lakhs as against Rs. 169.97 Lakhs in the previousfinancial year ended 31st March 2018.
b) Consolidated: For the financial year ended 31st March 2019Revenue from Operations amounted to Rs. 12104.32 Lakhs as against Rs. 11802.58 Lakhs inthe previous financial year ended 31st March 2018. Profit after tax for theyear under the review amounted to Rs. 402.33 Lakhs as against Rs. 169.58 Lakhs in theprevious financial year ended 31st March 2018.
7. SHARE CAPITAL
The paid up equity share capital as on financial year ended 31st March2019 was 8689700 (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred Equity Shares)having face value of Rs. 1/- each amounting to Rs. 8689700/- (Rupees Eighty Six LakhsEighty Nine Thousand Seven Hundred only). During the financial year under the review theCompany has not issued any shares.
8. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and Jaysynth (Europe) LimitedWholly Owned Subsidiary prepared in accordance with Indian Accounting Standards notifiedunder the Companies (Indian Accounting Standards) Rules 2015 (Ind AS') form partof the Annual Report and are reflected in the Consolidated Financial Statements of theCompany. The Annual Financial Statements of Jaysynth (Europe) Limited Wholly OwnedSubsidiary and related detailed information will be kept at the Registered Office of theCompany and will be available for inspection during business hours. The Annual FinancialStatements of Jaysynth (Europe) Limited Wholly Owned Subsidiary are displayed on thewebsite of the Company.
9. CHANGE IN THE NATURE OF THE BUSINESS
During the financial year under review there has been no change in the nature ofthe business of your Company.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Pursuant to the provisions of Section 134(3)(q) of the Companies Act 2013 readwith Rule 8(5) (vii) of the Companies (Accounts) Rules 2014 it is confirmed that duringthe financial year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status of your Company'soperations in future.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company follows appropriate policies procedures and systems to ensure orderlyand efficient conduct of its business including adherence to Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and the timely preparation of reliable financialinformation. There are control processes both manual and computerised whereintransactions are approved and recorded. Review and control mechanisms are built in toensure that such control systems are adequate and operating effectively.
Your Company has an adequate internal control system in accordance to the size of theCompany and nature of business for the sale of goods and services. Your Company has inplace an established Internal Audit Department who performs a check on timely basis onvarious aspects and activities of the Company. Further an Independent Internal Auditorwho is a qualified Chartered Accountant reviews the internal control systems on a regularbasis for its effectiveness and necessary changes and suggestions which are dulyincorporated into the system. Internal Auditor submits its Internal Audit Report on aperiodical basis and the same is placed before the Audit Committee at its meeting and atBoard meeting for their review and noting.
12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OFTHIS REPORT
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
13. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 readwith Rule 8(4) of Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance performance of the Individual Directors as well as the evaluationof the working of its Committees. The Nomination and Remuneration Committee has definedthe evaluation criteria procedure and time schedule for the Performance Evaluationprocess for the Board its Committees and Directors. The entire Board carried outperformance evaluation of each Independent Director excluding the Independent Directorbeing evaluated. Nomination and Remuneration Committee also carried out evaluation ofevery Director's performance the performance of the Board its Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom all the Directors setting out parameters of evaluation and considering the Policyfor determining qualifications positive attributes and Independence of Director.Evaluation parameters of the Board and Committees were mainly based on Policy adopted bythe Board and also considered Disclosure of Information Key functions of the Board andCommittees responsibilities of the Board and Committees Corporate Governance Norms etc.Board/ Committee structure and composition frequency of Board Meetings participation ofDirectors in the meeting execution and performance of specific duties of the Board ofDirectors review of board's competency experience contribution etc as additionalparameters. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors who also reviewed the performance of theBoard as a whole at its Separate Independent Director Meeting. The Chairman of the Boardprovided feedback to the Directors on an individual basis as appropriate. Significanthighlights learning and action points with respect to the evaluation were presented tothe Board.
14. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as per the requirements of Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of thisreport and is attached as ANNEXURE I.
15. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE
As per Rule 8(1) of the Companies (Accounts) Rules 2014 the Board's Report has beenprepared on a Standalone basis. Further during the financial year under the review noCompany has become or ceased to be subsidiary joint venture or associate of your Company.
Your Company has one wholly owned subsidiary named Jaysynth (Europe) Limitedincorporated in United Kingdom with an object to supply and meet the demands of UnitedKingdom and countries in European Union.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule8(1) of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe financial statements of your Company s Wholly Owned Subsidiary in Form AOC 1 is attached to the consolidated financial statements.
16. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED WHOLLY OWNED SUBSIDIARY COMPANY AND THEIRCONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Revenue from operations of the Jaysynth (Europe) Limited Wholly Owned SubsidiaryCompany for the financial year ended 31st March 2019 was . 1793861 ascompared to .1649323 in the previous financial year ended 31st March 2018.Net profit after tax for the financial year ended 31st March 2019 was .53476 as against .18148 in the previous financial year ended 31st March2018.
17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial yearunder review were on an arm's length basis in the ordinary course of business and were incompliance with the applicable provisions of the Companies Act 2013 (the Act') andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There wereno materially significant Related Party Transactions made by the Company during thefinancial year under review that would require member's approval under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 hence disclosure under FormAOC-2 is not applicable as required under the provisions of Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014. Prioromnibus approval of the Audit Committee is obtained for the related party transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the naturevalue and terms and conditions of the transactions.
Further there are no materially significant related party transactions made by theCompany with the Promoters Directors and Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the Company at large except asstated in the Financial Statements. The Company has adopted a material related partytransactions Policy approved by the Board and is displayed on the Company's website at http://jaysynth.com/pdf/Policies/Policy_of_materialfirelated_party_transaction.pdf
18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 and Article 100 of theArticles of Association of the Company Jyoti Nirav Kothari (DIN: 07143429) Non -Executive Director of the Company retires by rotation at the ensuing 34thAnnual General Meeting being eligible off ers herself for re-appointment.
Pooja Pradip Niphadkar tendered her resignation from the post of Company Secretary andCompliance Officer of the Company w.e.f. 06th November 2018. The vacancycaused by her resignation was filled by the appointment of Riddhi Manoj Patel w.e.f. 13thNovember 2018.
Parag Sharadchandra Kothari (DIN: 00184852) had been appointed as Managing Director at31st Annual General Meeting of the Company for period of Three (3) years w.e.f01st June 2016 to 31st May 2019. Further the Board of Directorshad vide Board Resolution passed on 13th November 2014 had approved theappointment of Parag Sharadchandra Kothari as Chairman of the Board and General Meeting.On recommendation of the Nomination and Remuneration Committee and in accordance with theprovision of the Companies Act 2013 read with Rules made thereunder and pursuant to theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors at its meeting held on 29th May 2019 re-appointedParag Sharadchandra Kothari (DIN: 00184852) as Managing Director of the Company for aperiod of Three (3) years w.e.f. 01st June 2019 subject to the approval ofthe Members at the ensuing 34th Annual General Meeting of the Company.
On recommendation of the Nomination and Remuneration Committee and in accordance withthe provision of the Companies Act 2013 read with Rules made thereunder and pursuant tothe provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors at its meeting held on 29th May 2019 re-appointedBhavesh Virsen Panjuani Kulinkant Nathubhai Manek Prakash Mahadeo Kale and RajendraMaganlal Desai as Non-Executive Independent Directors of theCompanyforasecondtermofFive(5)consecutiveyearsw.e.f.19thSeptember2019subjecttotheapprovaloftheMembersattheensuing34th Annual General Meeting of the Company.
19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
Your Company has not accepted deposits from public within the meaning of Section 73of the Companies Act 2013 and rules framed thereunder. Further there are no depositsoutstanding hence there were no instances inviting non compliance of the requirements ofChapter V of the Companies Act 2013.
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under Sections 92(3) and 134(3)(a) of theCompanies Act 2013 read with Rule 12 (1) of the Companies (Management and Administration)Rules 2014 forms part of this Report and is attached as ANNEXURE II. Furtheryour Company has uploaded draft extract of Annual Return for the financial year ended 31stMarch 2019 on the Company's website and the weblink of the same is http://www.jaysynth.com/pdf/ShareholderInformation/StatutoryInformation/Annual%20Compliance/2018-19/Extract%20of%20Annual%20Return.pdf
21. POLICY ON REMUNERATION FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES
The Company has in place appropriate policy on Directors' appointment and remunerationas required under Section 178(3) of the Companies Act 2013 which has been uploaded onthe Company's website and weblink of the same is http://www.jaysynth.com/pdf/Policies/Remuneration%20Policy%20for%20Directors%20Key%20Managerial%20Personnel%20and%20Other%20Employees.pdf.
Further the Company's Policy on Remuneration for the Directors Key ManagerialPersonnel and Other Employees forms part of this Report and is attached as ANNEXURE-III.
22. MEETINGS OF THE BOARD AND THEIR COMMITTEES
a) Board During the financial year ended 31st March 2019Board of your Company met Four (4) times i.e on 29th May 2018 09thAugust 2018 13th November 2018 and 13th February 2019. Thecomposition of your Board is in compliance with the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheBoard comprises of Seven (7) Directors viz; Parag Sharadchandra Kothari Chairman andManaging Director Bhavesh Virsen Panjuani Non-Executive Independent DirectorJyoti Nirav Kothari Non-Executive Director Kulinkant Nathubhai Manek Non-Executive Independent Director Nikhil Sharadchandra Kothari Non-ExecutiveDirector Prakash Mahadeo Kale Non-Executive Independent Director and RajendraMaganlal Desai Non-Executive Independent Director. The maximum interval between anytwo meetings did not exceed the statutory limit of 120 days.
b) Audit Committee Prakash Mahadeo Kale is the Chairman of the Committee.The other members include Bhavesh Virsen Panjuani Non-Executive IndependentDirector Kulinkant Nathubhai Manek Non-Executive Independent DirectorParag Sharadchandra Kothari Chairman and Managing Director and Rajendra MaganlalDesai - Non-Executive Independent Director.
c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is theChairman of the Committee. The other members include Kulinkant NathubhaiManek Non-Executive Independent Director and Prakash Mahadeo Kale - Non-ExecutiveIndependent Director.
d) Stakeholders' Relationship Committee Prakash Mahadeo Kale is theChairman of the Committee. The other members include Nikhil SharadchandraKothari Non-Executive Director and Parag Sharadchandra Kothari - Chairman andManaging Director.
e) Corporate Social Responsibility Committee - Prakash Mahadeo Kale is theChairman of the Committee. The other members include Parag Sharadchandra Kothari Chairman and Managing Director and Rajendra Maganlal Desai Non-ExecutiveIndependent Director.
The terms of reference of all the Committees details of meetings of the Committeesand attendance of the Directors during the financial year ended 31st March2019 are set out in the Corporate Governance Report forms part of this Report and isattached as ANNEXURE VII.
23. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (5) of the Companies Act 2013 ("theAct") the Board of Directors of your Company to the best of their knowledge andability confirm that:
a) In the preparation of the Annual Financial Statements for the financial year ended31st March 2019 the Indian Accounting Standards (Ind AS) the provisions ofthe Companies Act 2013 as applicable and guidelines issued by the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 have been followed alongwithproper explanations relating to material departures if any;
b) They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of state of affairs of your Company at the end of the financial year and of theprofit and loss of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the Annual Financial Statements on a going concern basis;
e) They have laid down internal financial controls to be followed by your Company andthat such internal financial controls are adequate and are operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
24. REPORTING OF FRAUDS BY AUDITORS
There were no instances of fraud reported by the Auditors for the financial yearended 31st March 2019.
25. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of your Company have furnished requisite declaration thatthey meet the criteria of independence as provided in Section 149 (6) of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the applicable provisions of the Secretarial Standards theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Separate Meeting of Independent Directors was held on 18thMarch 2019 and considered the following agenda at the meeting:
a) Review the performance of Non Independent Directors and the Board of Directors as awhole;
b) Review the performance of the Chairman taking into account the views of theNon-Executive Directors;
c) Assess the quality quantity and timelines of flow of information between theCompany's management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
27. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ANINDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION
The Company has in place the policy for determining the qualifications positiveattributes and independence of a Director the said Policy forms part of this Report andis attached as ANNEXURE- III.
28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE
a) Statutory Auditor's Report The observations made in the Auditor'sReport of Hiren C. Sanghavi of M/s Hiren C. Sanghavi & Associates CharteredAccountant read together with relevant notes thereon are self explanatory and hence donot call for any comments. There is no qualification reservation adverse remark ordisclaimer by the Statutory Auditor in his report.
b) Secretarial Auditor's Report The Secretarial Auditor's Report issuedby M/s. KDT & Associates Practicing Company Secretaries for the financial year ended31st March 2019 does not contain any qualification reservation adverseremark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms partof this report and is attached as ANNEXURE IV.
c) Cost Audit Report - The Company is not required to conduct a Cost Audit hencethere was no requirement to appoint Cost Auditor hence there was no Cost Audit Report tonote.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Details of investments made by the Company pursuant to Section 186 of the CompaniesAct 2013 have been disclosed in the financial statements forming part of this AnnualReport.
30. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Policy on prevention of Sexual Harassment as per therequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. In compliance of the aforesaid Act Company has also constitutedInternal Complaints Committee to redress the complaints received from employeesirrespective of them being permanent contractual or temporary employees or trainees.Details of the complaints relating to the incidents of sexual harassment and workshopconducted by the Company are mentioned below:
|Number of Complaints pending at the beginning of the financial year 2018-19. ||NIL |
|Number of Complaints received during the financial year 2018-19. ||NIL |
|Number of Complaints disposed off during the financial year 2018-19. ||NIL |
|Number of Complaints pending at the end of the financial year 2018-19. ||NIL |
|Number of workshops conducted during the financial year 2018-19. ||1 |
The Company has displayed the policy on prevention of Sexual Harassment at Workplace onthe website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Sexual_Harassment_Policy.pdf
31. SAFETY HEALTH AND ENVIRONMENT
Health and safety of the employees are considered one of the most important andintegral aspects of the work. All the requisites steps towards fulfilling safetyrequirements and norms are adopted by the Company and its employees. Company ensures thatthe workmen are well aware of the safety procedures required to be followed while doingany activity of production. Company ensures compliances of regulatory requirements underenvironmental laws.
32. RISK MANAGEMENT
The Company has adopted Risk Management Policy which is also displayed on thewebsite of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Risk%20Management%20Policy.pdf
Your Company also takes adequate steps wherever required to minimise the risks involvedin the business. Further in the opinion of the Board during the financial year ended 31stMarch 2019 your Board has not noticed any elements of risks which may threaten theexistence of the Company.
33. CORPORATE SOCIAL RESPONSIBILITY
The Company believes in the ideology of giving back to the society which helps itto generate revenues Corporate Social Responsibility (CSR) activities are directedtowards promotion of education and caring elderly bedridden senior citizens.
For the financial year ended 31st March 2019 your Company has contributedRs. 2.5 Lakhs towards CSR activities in accordance with the provisions of the CompaniesAct 2013.
Detailed disclosure in format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 forms part of this report and is attached as ANNEXURE V.
The Company has also displayed the CSR Policy adopted by your Board; the weblink of thesame is http://jaysynth.com/pdf/Policies/CSR_Policy.pdf 34. PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) and (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 is forms part of this report and is attached as ANNEXURE VI.
35. CORPORATE GOVERNANCE
Your Company aims and constantly strives in maintaining the highest standards ofCorporate Governance practices. Your Company complies with all the mandatory requirementsas stipulated under the Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Report on Corporate Governance alongwith the Certificatefrom Auditor on compliance of conditions of Corporate Governance and the Certificate fromPracticing Company Secretary on Non-disqualification of Directors forms part of thisreport and is attached as ANNEXURE VII.
A declaration signed by the Chairman and Managing Director in regards to compliancewith the Code of Conduct by the Board members and Senior Management Personnel also formspart of this Report.
a) Internal Auditor Your Company had appointed Nisha Mody of M/s. NishaMody & Associates Chartered Accountant as an Internal Auditor for the financial yearended 31st March 2019. She has conducted the Internal Audit of the Company onperiodical intervals and reports of the same were placed before for the Audit CommitteeMeeting and Board of the Directors meeting for their noting and appropriate actions.
b) Secretarial Auditor - Your Company had appointed M/s KDT & Associates asa Secretarial Auditor Practicing Company Secretaries for the financial year ended 31stMarch 2019 to carry out the secretarial audit of the Company.
c) Statutory Auditor Your Company had appointed Hiren C. Sanghavi of M/s.Hiren C. Sanghavi & Associates (Firm Registration Number: 112057W) as StatutoryAuditor of the Company for the term of Five (5) years at the 32nd AnnualGeneral Meeting held on 29th August 2017.
Vide notification dated 07th May 2018 issued by Ministry of CorporateAffairs the requirement of seeking ratification of appointment of statutory auditors bymembers at each Annual General Meeting has been done away with. Accordingly no such itemhas been considered in Notice of this 34th Annual General Meeting of theCompany.
d) Cost Auditor Your Company is not statutorily required to conduct CostAudit hence Report of the same for the financial year ended 31st March 2019pursuant to provisions of the Companies (Cost Records and Audit) Rules 2014 is notrequired to be placed before the Board for noting.
All the assets of the Company are adequately insured.
38. VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the Companies Act 2013 andrequirements of Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has in place proper Vigil Mechanismincorporated in Whistle Blower Policy for Directors and Employees to report genuineconcerns which encourages its employees who have concerns about suspected fraud ormisconduct to come forward and express their concerns without inhibition of unfairtreatment. Vigil Mechanism provides a channel to the employees and Directors to report tothe management concerns about unethical behaviour actual or suspected fraud or violationof the codes of conduct or policies. The Audit Committee of the Company oversees the vigilmechanism. The Whistle Blower Policy is displayed on the website of the Company and theweblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Whistle%20Blower%20Policy.pdf
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 it is required to annexe Management Discussionand Analysis Report of the Company to the Annual Report. In compliance of the abovementioned provisions said report for the financial year ended 31st March 2019forms part of this report and is attached as
ANNEXURE-VIII. 40. BOARD DIVERSITY
Your Company strongly believes having a diverse Board that enhances the quality ofdecisions. Directors from varied background experience and expertise will assist theCompany to view larger picture and analyse all aspects of business thereby resulting inbetter decision making and enhancing the business prospects. In view of the same yourCompany has adopted a Board Diversity Policy and it has been displayed on the website ofthe Company and weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Board%20Diversity%20Policy.pdf
41. GREEN INITIATIVES Your Directors would like to draw your attention that as perSection 20 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 as may be amended from time to time which permits paperlesscompliances and also service of notice/documents (including Annual Report) throughelectronic mode to its Members. Your Company requests and has consistentlyencouraged Members to take necessary steps for registering their e-mail ids so they can bea part and contribute towards greener environment.
42. DISCLOSURE OF ACCOUNTING TREATMENT
Your Company has followed requisite Indian Accounting Standards issued by theInstitute of Chartered Accountants of India to the extent applicable in preparation offinancial statements.
43. HUMAN RESOURCES
Employees are considered to be one of the most important assets and criticalresources in the business which maximize the effectiveness of the Company. Human resourcesbuild the enterprise and create a sense of belonging that would inculcate the spirit ofdedication and loyalty amongst them towards strengthening the Company's Polices andSystems. The Company maintains healthy cordial and harmonious relations with allpersonnel and thereby enhancing the contributory value of the Human Resources. The Companymakes continuous and consistent efforts to attract and retain best talent in the industryas employees are indispensable factor for growth of the Company.
44. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the applicable Secretarial Standards issued byThe Institute of Company Secretaries of India and approved by the Central Government.
45. OTHER DISCLOSURES
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 financial yearunder review:
a) The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.
b) The Company has not issued any sweat equity shares during the financial yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
c) The Company has not issued any equity shares under Employees Stock OptionScheme during the financial year under review and hence no information as per provisionsof Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
d) During the financial year under review there were no instances ofnon-exercising of voting rights in respect of shares purchased directly by employees undera scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014 is furnished.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your Board expresses their gratitude towards all the employees of the Company for theirsincere consistent and dedicated efforts towards the Company. They would also like tothank all other stakeholders of Company viz; Bankers Suppliers Customers and FinancialInstitution for their continued co-operation and support received by the Company.
| ||For and on behalf of the Board of Directors |
| ||Parag Sharadchandra Kothari |
|Place: Mumbai ||Chairman and Managing Director |
|Date: 29th May 2019 ||DIN: 00184852 |