Your Directors have pleasure in presenting their 36th Annual Report togetherwith the Audited Financial Statements (Standalone and Consolidated) for the Financial Yearended 31st March 2021.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated financial highlights of your Company for the financialyear ended 31st March 2021 are summarized below:
| || || || ||(Amt in Rs.) |
|Particulars || |
| ||FY 2020-21 ||FY 2019-20 ||FY 2020-21 ||FY 2019-20 |
|Revenue From operations ||1243684819 ||1124902396 ||1270149471 ||1168800853 |
|Other Income ||3627329 ||8482764 ||1410511 ||6330927 |
|TOTAL REVENUE ||1247312148 ||1133385160 ||1271559982 ||1175131780 |
|Depreciation ||17955967 ||18999285 ||17977795 ||19023513 |
|Other Expenses ||1175975109 ||1084324572 ||1190854204 ||1122323500 |
|PROFIT BEFORE TAX ||53381072 ||30061303 ||62727983 ||33784767 |
|Current Tax ||16249263 ||9241134 ||17666513 ||9675199 |
|Deferred Tax ||(1927654) ||(3297710) ||(1528654) ||(2971710) |
|Tax Expenses related to prior year ||1468129 ||1392615 ||1468129 ||1392615 |
|PROFIT FOR THE YEAR ||37591334 ||22725264 ||45121995 ||25688663 |
|Other Comprehensive Income (Net) ||4352790 ||(1146349) ||4001892 ||(1480321) |
|Total Comprehensive Income for the year ||41944124 ||21578915 ||49123887 ||24208342 |
Your Directors are pleased to recommend a dividend of Rs.0.20 paise i.e. 20% per equityshare of the Company having face value Rs.1/- each for the financial year 2020-21 subjectto the approval of the Members at the 36th Annual General Meeting.
Dividend for the financial year 2020-21 lead to cash outflow of Rs.17.38 Lakhs. Thedividend will be paid to those Members whose names are furnished by National SecuritiesDepository Limited and Central Depository Services (India) Limited as beneficial owners ason Record Date i.e. 09th September 2021 and to those Members who hold sharesin physical form and whose names appear on the Register of Members of the Company on thatdate.
Your Company had declared dividend for the financial years 2013-14 2014-15 2015-162016-17 2017-18 2018-19 and 2019-20. Further no amounts were required to be transferredto Investor Education and Protection Fund as on date. Your Company has filed informationrelating to unclaimed and unpaid dividend erstwhile Form 5 INV and Form IEPF 2 providingstatus of unpaid and unclaimed dividend. Detailed list of unpaid and unclaimed dividendcan also be accessed on the website of the Company at http://jaysynth.com/UndaimedDividenDetails.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 March2021 an amount of Rs.50 Lakhs as against Rs.50 Lakhs in the financial year ended 31stMarch 2020 to the General Reserves out of the profit available for appropriation.
5. STATE OF COMPANY'S AFFAIRS
The Company's 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 achieved higher sales volumes in case Dye and Pigment productsbut there was decline in sales turnover of Ink products due to prevailing difficult marketsituation.
Other than phthalocyanine pigments powder the Company has undertaken manufacturing ofpigment dispersion during the year on trial basis and finds significant potential to growin this area. In view of this the Company is considering to undertake capital expenditureto the extent of Rs.300 lakh for creating additional capacity for pigment dispersionproducts and to add more product range of pigments dispersions for customers in existingand new markets.
6. REVIEW OF PERFORMANCE
a) Standalone: For the financial year ended 31st March 2021 Revenuefrom Operations amounted to Rs.12436.85 Lakhs as against Rs.11249.02 Lakhs in theprevious financial year ended 31st March 2020. Net Profit after tax for theyear under the review amounted to Rs.375.91 Lakhs as against Rs.227.25 Lakhs in theprevious financial year ended 31st March 2020.
b) Consolidated: For the financial year ended 31st March 2021 Revenuefrom Operations amounted to Rs.12701.49 Lakhs as against Rs.11688.00 Lakhs in theprevious financial year ended 31st March 2020. Net Profit after tax for theyear under the review amounted to Rs.451.22 Lakhs as against Rs.256.89 Lakhs in theprevious financial year ended 31st March 2020.
7. SHARE CAPITAL
The paid up equity share capital as on financial year ended 31st March 2021was 8689700 (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred) Equity Shares havingface value of Rs.1/- each aggregating to Rs.8689700/- (Rupees Eighty Six Lakhs EightyNine Thousand Seven Hundred only). During the financial year under the review the Companyhas 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 part of theAnnual Report and are reflected in the Consolidated Financial Statements of the Company.The Annual Financial Statements of Jaysynth (Europe) Limited Wholly Owned Subsidiary andrelated detailed information will be kept at the Registered Office of the Company and willbe available for inspection during business hours. The Annual Financial Statements ofJaysynth (Europe) Limited Wholly Owned Subsidiary are displayed on the website of theCompany.
9. CHANGE IN THE NATURE OF THE BUSINESS
During the financial year under review there has been no change in the nature of thebusiness 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 read withRule 8(5) (vii) of the Companies (Accounts) Rules 2014 it is confirmed that during thefinancial year under review there were no significant or material orders passed by theregulators 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 orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and the timely preparation of reliable financial information. There arecontrol processes both manual and computerised wherein transactions are approved andrecorded. Review and control mechanisms are built in to ensure that such control systemsare 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 END OF THE COMPANY AND DATEOF THIS REORT
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport other than the impact of COVID-19 on its business operations of the Companydetailed in this Report as well as in Notes to the Financial Statements of the Company.
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 read withRule 8(4) of Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulation 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 structuredquestionnaire was prepared after taking into consideration inputs received from all theDirectors setting out parameters of evaluation and considering the Policy for determiningqualifications positive attributes and Independence of Director. Evaluation parameters ofthe Board and Committees were mainly based on Policy adopted by the Board and alsoconsidered Disclosure of Information Key functions of the Board and Committeesresponsibilities 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 Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardas 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 Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of this report andis 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 market its product in United Kingdom andcountries in European Union. During the year under review there was reduction in sharecapital of Jaysynth (Europe) Limited from Rs.1175000 divided into 1175000 OrdinaryShares of Rs. 1 each to Rs. 587500 divided into 587500 Ordinary Shares of Rs. 1 each.However Jaysynth (Europe) Limited continues to remain wholly owned subsidiary of theCompany.
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 isattached 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 2021 was Rs.2241402 ascompared to Rs.1544264 in the previous financial year ended 31st March 2020.Net profit after tax and comprehensive income for the financial year ended 31stMarch 2021 was Rs.59628 as against Rs.19617 in the previous financial year ended 31stMarch 2020.
17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year underreview 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') and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Prior omnibusapproval of the Audit Committee is obtained for the related party transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.
Further your Company had entered into transaction with JD Orgochem Limited a relatedparty by way of purchase of part of Undertaking being Unit No. A-4/1 comprising of Landand Building (Leasehold Land) situated at Patalganga Industries Area MIDC -PatalgangaDistrict - Raigad Maharashtra - 410 220 which could not be carried and it standscancelled due to long term impact on the overall growth prospects for the Company's Inkproducts on account of overall market situation for Digital Printing Inks. The particularsof contracts or arrangements with related parties referred to in Section 188(1) andapplicable rules of the Companies Act 2013 in Form AOC-2 is provided as ANNEXURE-II tothis Report and forms part of the Board's Report.
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_material_related_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 36thAnnual General Meeting and being eligible offers herself for re-appointment.
19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
Your Company has not accepted deposits from public within the meaning of Section 73 ofthe 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. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at 31st March 2021 on its website athttp://jaysynth.com/pdf/ShareholderInformation/StatutoryInformation.
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/PoNdes/Remuneration%20Polky%20for%20Directors%20Key%20Managerial%20Personnel%20and%20Other%20Employees.pdf.
22. MEETINGS OF THE BOARD AND THEIR COMMITTEES
a) Board - During the financial year ended 31st March 2021 Board ofyour Company met 6 (Six) times i.e on 15th July 2020 25th August2020 14th September 2020 12th November 2020 09thFebruary 2021 and 26th March 2021. The composition of your Board is incompliance with the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Board comprises of 7(Seven) Directors viz; Parag Sharadchandra Kothari
Chairman and Managing Director Bhavesh Virsen Panjuani - Non-Executive IndependentDirector Jyoti Nirav Kothari - Non Executive Director Kulinkant Nathubhai Manek -Non-Executive Independent Director Nikhil Sharadchandra Kothari - Non-Executive DirectorPrakash Mahadeo Kale - Non-Executive Independent Director and Rajendra Maganlal Desai -NonExecutive Independent Director.
b) Audit Committee -Prakash Mahadeo Kale is the Chairman of the Committee. Theother members include Bhavesh Virsen Panjuani - Non-Executive Independent DirectorKulinkant Nathubhai Manek - Non-Executive Independent Director Parag SharadchandraKothari - Chairman and Managing Director and Rajendra Maganlal Desai - Non-ExecutiveIndependent Director.
c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is theChairman of the Committee. The other members include Kulinkant Nathubhai Manek -Non-Executive Independent Director and Prakash Mahadeo Kale - Non-Executive IndependentDirector.
d) Stakeholders' Relationship Committee - Prakash Mahadeo Kale is the Chairmanof the Committee. The other members include Nikhil Sharadchandra Kothari - Non-ExecutiveDirector and Parag Sharadchandra Kothari - Chairman and Managing 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-Executive IndependentDirector.
The terms of reference of all the Committees details of meetings of the Committees andattendance of the Directors during the financial year ended 31st March 2021are set out in the Corporate Governance Report forms part of this Report and is attachedas ANNEXURE - V.
23. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (5) of the Companies Act 2013 ("the Act")the Board of Directors of your Company to the best of their knowledge and abilityconfirm that:
a) In the preparation of the Annual Financial Statements for the financial year ended31st March 2021 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 year ended31st March 2021.
25. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of your Company have furnished requisite declaration that theymeet the criteria of independence as provided in Section 149(6) of the Companies Act 2013and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Further in terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed that they have registered themselves with the databankmaintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board the Independent Directors are independent of themanagement possess the requisite integrity experience expertise proficiency andqualifications. The details of remuneration paid to the members of the Board of Directorsand its Committees have been disclosed in the financial statements forming part of thisannual report.
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 09thFebruary 2021 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 the NonExecutive 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 which has been uploaded on the Company'swebsite and weblink of the same is http:// www.jaysynth.com/pdf/Policies/PoNcy%20for%20Determmmg%20QuaNfkations%20Positive%20attributes%20and%20Independence%20of%20 a%20Director%20.pdf
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's Report ofM/s. Chhogmal & Co Chartered Accountant read together with relevant notes thereonare self explanatory and hence do not call for any comments. There is no qualificationreservation adverse remark or disclaimer by the Statutory Auditor in his report.
b) Secretarial Auditor's Report - The Secretarial Auditor's Report issued byM/s. KDT & Associates Practicing Company Secretaries for the financial year ended 31stMarch 2021 does not contain any qualification reservation adverse remark or disclaimerin their Report. The Secretarial Audit Report in Form MR-3 forms part of this report andis attached as ANNEXURE - III.
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 2020-21. ||NIL |
|Number of Complaints received during the financial year 2020-21. ||NIL |
|Number of Complaints disposed off during the financial year 2020-21. ||NIL |
|Number of Complaints pending at the end of the financial year 2020-21. ||NIL |
|Number of workshops conducted during the financial year 2020-21. ||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 the websiteof 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 2021 your Board has not noticed any elements of risks which may threaten theexistence of the Company.
33. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to spend on Corporate Social Responsibility (CSR)activities as it is not meeting the applicable threshold limit as provided under Section135 of the Companies Act 2013.
34. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 read with Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 forms part of this report and is attached as ANNEXURE - IV.
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-V. A declaration signed by the Chairman andManaging Director in regards to compliance with the Code of Conduct by the Board membersand Senior Management Personnel also forms part of this Report.
a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody& Associates Chartered Accountant as an Internal Auditor for the financial year ended31st March 2021. 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 as aSecretarial Auditor Practicing Company Secretaries for the financial year ended 31stMarch 2021 to carry out the secretarial audit of the Company.
c) Statutory Auditor - M/s. Chhogmal & Co Chartered Accountants (FRN:101826W) were appointed as the Statutory Auditors of the Company at its 35thAnnual General Meeting to conduct audit for Financial Year 2020-21 and to hold office tillthe conclusion of this Annual General Meeting. The Board of Directors at their meetingheld on 25th June 2021 appointed M/s. A H J & Associates CharteredAccountants (FRN : 151685W) as Statutory Auditor of the Company to hold office for a termof 5 (Five) years commencing from conclusion of 36th Annual General Meetingtill the conclusion of 41st Annual General Meeting of the Company subject tothe approval of members.
M/s. A H J & Associates Chartered Accountants are eligible for appointment andhave confirmed that their appointment if approved will be in compliance with Section 141of the Companies Act 2013 and other applicable provisions.
As per the provisions of the Companies Act 2013 the Auditors Report on FinancialStatements for the year ended 31st March 2021 as issued by the StatutoryAuditor M/s. Chhogmal & Co Chartered Accountants forms part of this Annual Report.
d) Cost Auditor - Your Company is not statutorily required to conduct Cost Audithence Report of the same for the financial year ended 31st March 2021 pursuantto provisions of the Companies (Cost Records and Audit) Rules 2014 is not required to beplaced 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 to themanagement concerns about unethical behaviour actual or suspected fraud or violation ofthe 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 2021forms part of this report and is attached as ANNEXURE-VI.
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 per Section 20 of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014 asmay be amended from time to time which permits paperless compliances and also service ofnotice/documents (including Annual Report) through electronic mode to its Members. YourCompany requests and has consistently encouraged Members to take necessary steps forregistering their e-mail ids so they can be a part and contribute towards greenerenvironment.
42. DISCLOSURE OF ACCOUNTING TREATMENT
Your Company has followed requisite Indian Accounting Standards issued by the Instituteof Chartered Accountants of India to the extent applicable in preparation of financialstatements.
43. HUMAN RESOURCES
Employees are considered to be one of the most important assets and critical resourcesin the business which maximize the effectiveness of the Company. Human resources build theenterprise and create a sense of belonging that would inculcate the spirit of dedicationand loyalty amongst them towards strengthening the Company's Polices and Systems. TheCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources. The Company makes continuous andconsistent efforts to attract and retain best talent in the industry as employees areindispensable factor for growth of the Company.
44. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the applicable Secretarial Standards issued by TheInstitute 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) Issue of shares with differential rights as per provisions of Section 43(a)(ii) ofthe Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.
b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act readwith Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.
c) Issued any equity shares under Employees Stock Option Scheme as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014.
d) Non-exercising of voting rights in respect of shares purchased directly by employeesunder a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.
e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code2016.
f) The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof.
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: 25th June 2021 ||DIN: 00184852 |