Your Directors have pleasure in presenting their 35th AnnualReport together with the Audited Financial Statements (Standalone and Consolidated) forthe Financial Year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated financial highlights of your Companyfor the financial year ended 31st March 2020 are summarized below:
(Amt in `)
|Particulars ||Standalone ||Consolidated |
| ||FY 2019-20 ||FY 2018-19 ||FY 2019-20 ||FY 2018-19 |
|Revenue From operations ||1124902396 ||1182795087 ||1168800853 ||1210431703 |
|Other Income ||8482764 ||12945204 ||6330927 ||15460416 |
|TOTAL REVENUE ||1133385160 ||1195740291 ||1175131780 ||1225892119 |
|Depreciation ||18999285 ||20126391 ||19023513 ||20154720 |
|Other Expenses ||1084324572 ||1128796767 ||1122323500 ||1152463980 |
|PROFIT BEFORE TAX ||30061303 ||46817133 ||33784767 ||53273419 |
|Deferred Tax ||(3297710) ||(4445000) ||(2971710) ||(4060000) |
|Current Tax ||9241134 ||15722430 ||9675199 ||16863961 |
|Tax Expenses related to prior year ||1392615 ||236729 ||1392615 ||236729 |
|PROFIT FOR THE YEAR ||22725264 ||35302974 ||25688663 ||40232729 |
|Other Comprehensive Income (Net) ||(1146349) ||(1511750) ||(1480321) ||(1819174) |
|Total Comprehensive Income for the year ||21578915 ||33791224 ||24208342 ||38413555 |
Your Directors are pleased to recommend a dividend of ` 0.15 i.e 15%per equity share of the Company having face value
` 1/- each for the financial year 2019-20 subject to the approval ofthe Members at the 35th Annual General Meeting.
Dividend for the financial year 2019-20 lead to cash outflow of `13.03Lakhs. The dividend will be paid to those Members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on Record Date i.e. Tuesday 22nd September 2020 and tothose Members who hold shares in physical form and whose names appear on the Register ofMembers of the Company on that date.
Your Company had declared dividend for the financial years 2013-142014-15 2015-16 2016-17 2017-18 and 2018-19 which is less than Seven (7) years henceno amounts were required to be transferred to Investor Education and Protection Fund as ondate. Further your Company has filed information relating to unclaimed and unpaid dividenderstwhile Form 5 INV and Form IEPF 2 providing status of unpaid and unclaimeddividend. Detailed list of unpaid and unclaimed dividend can also be accessed on thewebsite 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 postaltransit and / or fraudulent encashment Members are requested to avail of the NationalElectronic Clearing System facility for encashing dividend directly to their respectivebank account. This also ensures faster and safe credit of dividend. Members holding sharesin dematerialized form may note that the Bank Account Mandate registered against theirrespective Depository Participants will be used by the Company for payment of Dividend.Members who wish to change their Bank Account Mandate may advise their DepositoryParticipants about such change. The Company or Registrar and Transfer Agent cannot act onany direct request from such Members for change/deletion of such Bank particulars.
Members holding shares in physical form are requested to send theirNational Electronic Clearing System (NECS) Mandate Form in the format available at theCompany's website at www.jaysynth.com duly filled and thereafter send it tothe Registrar and Transfer Agent of the Company i.e. Link Intime India Private Limited. Inorder to provide protection against fraudulent encashment of dividend warrants Membersholding shares in physical form are requested to intimate the Company under the signatureof the sole/first joint holder the following information which will be used by theCompany 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 31stMarch 2020 an amount of ` 50 Lakhs as against ` 50 Lakhs in the financial year ended 31stMarch 2019 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 colouringmaterials having its customer base in several industries such as Textile PaintsCoatings Plastic Paper etc. These user industries will continue to grow because ofgrowing population and increase in discretionary spending. Also growth of the Company ishighly dependent on textile sector where many products of the Company find itsapplication. During the year under review the Company could not achieve desired growth insales revenue in view of multiple challenges and correspondingly Operating profit beforeother income decreased to ` 396.05 Lakhs as compared to
` 522.49 Lakhs during the previous year.
6. REVIEW OF PERFORMANCE
a) Standalone: For the financial year ended 31stMarch 2020 Revenue from Operations amounted to ` 11249.02 Lakhs as against
` 11827.95 Lakhs in the previous financial year ended 31stMarch 2019. Net Profit after tax for the year under the review amounted to ` 227.25 Lakhsas against ` 353.03 Lakhs in the previous financial year ended 31st March2019.
b) Consolidated: For the financial year ended 31stMarch 2020 Revenue from Operations amounted to ` 11688.00 Lakhs as against ` 12104.32Lakhs in the previous financial year ended 31st March 2019. Net Profit aftertax for the year under the review amounted to ` 256.89 Lakhs as against ` 402.33 Lakhs inthe previous financial year ended 31st March 2019.
7. SHARE CAPITAL
The paid up equity share capital as on financial year ended 31stMarch 2020 was 8689700 (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred EquityShares) having face value of ` 1/- each amounting to ` 8689700/- (Rupees Eighty SixLakhs Eighty Nine Thousand Seven Hundred only). During the financial year under the reviewthe Company has not issued any shares.
8. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and Jaysynth(Europe) Limited Wholly Owned Subsidiary prepared in accordance with Indian AccountingStandards notified under the Companies (Indian Accounting Standards) Rules 2015 (IndAS') form part of the Annual Report and are reflected in the Consolidated FinancialStatements of the Company. The Annual Financial Statements of Jaysynth (Europe) LimitedWholly Owned Subsidiary and related detailed information will be kept at the RegisteredOffice of the Company and will be available for inspection during business hours. TheAnnual Financial Statements of Jaysynth (Europe) Limited Wholly Owned Subsidiaryare displayed on the website of the Company.
9. CHANGE IN THE NATURE OF THE BUSINESS
During the financial year under review there has been no change in thenature of the business of your Company.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
Pursuant to the provisions of Section 134(3)(q) of the Companies Act2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmedthat during the financial year under review there were no significant or material orderspassed by the regulators or courts or tribunals impacting the going concern status of yourCompany's operations in future.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company follows appropriate policies procedures and systems toensure orderly and efficient conduct of its business including adherence to Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. 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 tothe size of the Company and nature of business for the sale of goods and services. YourCompany has in place an established Internal Audit Department who performs a check ontimely basis on various aspects and activities of the Company. Further an IndependentInternal Auditor who is a qualified Chartered Accountant reviews the internal controlsystems on a regular basis for its effectiveness and necessary changes and suggestionswhich are duly incorporated into the system. Internal Auditor submits its Internal AuditReport on a periodical basis and the same is placed before the Audit Committee at itsmeeting and at Board meeting for their review and noting.
12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THECOMPANY AND DATE OF THIS REPORT
The COVID-19 pandemic has severely disrupted business operations due tonation-wide lockdown and other emergency measures imposed by the Central & StateGovernments. The operations of the Company were impacted due to shutdown of plants andoffices following the nation-wide lockdown. The Company continues with its operations in aphased manner in line with the directives from Central & State Governments & localauthorities.
The Company has evaluated the impact of this pandemic on its businessoperations and based on its review and current indicators of future economic conditionsthere will be immediate impact on business operations of the Company but in the long termthere may be no significant impact. The actual impact of the pandemic may be differentfrom that which has been estimated as the COVID-19 situation evolves in India andglobally. The Company will continue to closely monitor any material changes to futureeconomic conditions.
13. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of Section 134(3)(p) of the Companies Act2013 read with Rule 8(4) of the Companies (Accounts) Rules 2014 and the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 the Board has carried out anannual evaluation of its own performance performance of the Individual Directors as wellas the evaluation of the working of its Committees. The Nomination and RemunerationCommittee has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors. The entireBoard carried out performance evaluation of each Independent Director excluding theIndependent Director being evaluated. Nomination and Remuneration Committee also carriedout evaluation of every Director's performance the performance of the Board itsCommittees.
A structured questionnaire was prepared after taking into considerationinputs received from all the Directors setting out parameters of evaluation andconsidering the Policy for determining qualifications positive attributes andIndependence of Director. Evaluation parameters of the Board and Committees were mainlybased on Policy adopted by the Board and also considered Disclosure of Information Keyfunctions of the Board and Committees responsibilities of the Board and CommitteesCorporate Governance Norms etc. Board/ Committee structure and composition frequency ofBoard Meetings participation of Directors in the meeting execution and performance ofspecific duties of the Board of Directors review of board's competency experiencecontribution etc as additional parameters.
The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof the Board as a whole at its Separate Independent Director Meeting. The Chairman of theBoard provided feedback to the Directors on an individual basis as appropriate.Significant highlights learning and action points with respect to the evaluation werepresented to the Board.
14. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo as per the requirements of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 formspart of this report 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 theBoard's Report has been prepared on a Standalone basis. Further during the financialyear under the review no Company has become or ceased to be subsidiary joint venture orassociate of your Company.
Your Company has one wholly owned subsidiary named Jaysynth (Europe)Limited incorporated in United Kingdom with an object to supply and meet the demands ofUnited Kingdom and countries in European Union.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with Rule 8(1) of the Companies (Accounts) Rules 2014 a statement containingsalient features of the financial statements of your Companys Wholly OwnedSubsidiary in Form AOC 1 is attached to the consolidated financialstatements.
16. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED WHOLLY OWNED SUBSIDIARYCOMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Revenue from operations of the Jaysynth (Europe) Limited Wholly OwnedSubsidiary Company for the financial year ended 31st March 2020 was.1544264 as against to .1793861 in the previous financial year ended 31stMarch 2019. Net profit after tax for the financial year ended 31st March 2020was .19617 as against .53476 in the previous financial year ended 31stMarch 2019.
17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions that were entered into during thefinancial year under review were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Companies Act 2013(the Act') and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There were no materially significant Related Party Transactions made bythe Company during the financial year under review that would require member'sapproval under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 hence disclosure under Form AOC-2 is not applicable as required underthe provisions of Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014. Prior omnibus approval of the Audit Committee isobtained for the related party transactions which are repetitive 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 there are no materially significantrelated party transactions made by the Company with the Promoters Directors and Keymanagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large except as stated in the Financial Statements. The Companyhas adopted a material related party transactions Policy approved by the Board and isdisplayed 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 andArticle 100 of the Articles of Association of the Company Nikhil SharadchandraKothari (DIN: 00184152) Non-Executive Director of the Company retires by rotation at theensuing 35th Annual General Meeting being eligible offers himself forre-appointment.
During the financial year 2019-20 your Board of Directors at theirMeeting held on 29th May 2019 re-appointed Parag Sharadchandra Kothari (DIN:00184852) as Managing Director for a period three (3) years with effect from 01stJune 2019 up to 31st May 2022. Further the Company at its 34thAnnual General Meeting held on 18th September 2019 took approval of Members byway of passing ordinary resolution.
Pursuant to expiry of first term Bhavesh Virsen Panjuani (DIN:03188032) Kulinkant Nathubhai Manek (DIN: 06374052) Prakash Mahadeo Kale (DIN:00151379) and Rajendra Maganlal Desai (DIN: 00403784) seek for re-appointment asNon-Executive Independent Directors of the Company for a second term of Five (5)consecutive years with effect from 19th September 2019.
19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
Your Company has not accepted deposits from public within the meaningof Section 73 of the Companies Act 2013 and rules framed thereunder. Further there are nodeposits outstanding hence there were no instances inviting non compliance of therequirements of Chapter V of the Companies Act 2013.
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under Sections 92(3) and134(3)(a) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 forms part of this Report and is attached as ANNEXURE II. Further your Company has uploaded draft Extract of Annual Return for thefinancial year ended 31st March 2020 on the Company's website and theweblink of the same is http://jaysynth.com/pdf/ShareholderInformation/StatutoryInformation/Annual%20Compliance/2019-20/Extract%20of%20Annual%20Return.pdf 21. POLICY ON REMUNERATION FOR THEDIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company has in place appropriate policy on Directors'appointment and remuneration as required under Section 178(3) of the Companies Act 2013which has been uploaded on the 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 DirectorsKey Managerial Personnel and Other Employees forms part of this Report and is attached asANNEXURE-III.
22. MEETINGS OF THE BOARD AND THEIR COMMITTEES
a) Board During the financial year ended 31stMarch 2020 Board of your Company met Four (4) times i.e on 29th May 2019 14thAugust 2019 14th November 2019 and 13th February 2020. Thecomposition of your Board is in compliance with the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board comprises of Seven (7) Directors viz; Parag SharadchandraKothari Chairman and Managing Director Bhavesh Virsen Panjuani Non-ExecutiveIndependent Director Jyoti Nirav Kothari Non-Executive Director KulinkantNathubhai Manek
Non-Executive Independent Director Nikhil Sharadchandra Kothari Non-Executive Director Prakash Mahadeo Kale Non-ExecutiveIndependent Director and Rajendra Maganlal Desai Non-Executive IndependentDirector. The maximum interval between any two meetings did not exceed the statutory limitof 120 days.
b) Audit Committee Prakash Mahadeo Kale is the Chairmanof the Committee. The other members include Bhavesh Virsen Panjuani Non-Executive Independent Director Kulinkant Nathubhai Manek Non-Executive Independent Director Parag Sharadchandra Kothari Chairman andManaging Director and Rajendra Maganlal Desai - Non-Executive Independent Director.
c) Nomination and Remuneration Committee - Rajendra MaganlalDesai is the Chairman of the Committee. The other members include KulinkantNathubhai Manek Non-Executive Independent Director and Prakash Mahadeo Kale -Non-Executive Independent Director.
d) Stakeholders' Relationship Committee PrakashMahadeo Kale is the Chairman of the Committee. The other members includeNikhil Sharadchandra Kothari Non-Executive Director and Parag Sharadchandra Kothari- Chairman and Managing Director.
e) Corporate Social Responsibility Committee - Prakash MahadeoKale is the Chairman of the Committee. The other members include Parag SharadchandraKothari Chairman and Managing Director and Rajendra Maganlal Desai Non-Executive Independent Director.
The terms of reference of all the Committees details of meetings ofthe Committees and attendance of the Directors during the financial year ended 31stMarch 2020 are set out in the Corporate Governance Report forms part of this Report andis attached as
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 thefinancial year ended 31st March 2020 the Indian Accounting Standards (IndAS) the provisions of the Companies Act 2013 as applicable and guidelines issued by theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have beenfollowed alongwith proper explanations relating to material departures if any;
b) They have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of state of affairs of your Company at the end of the financialyear and of the profit and loss of the Company for that period; c) They have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of your Company and for preventingand detecting fraud and other irregularities;
d) They have prepared the Annual Financial Statements on a goingconcern basis;
e) They have laid down internal financial controls to be followed byyour Company and that such internal financial controls are adequate and are operatingeffectively; f) They have devised proper systems to ensure compliance with the provisionsof all applicable 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 thefinancial year ended 31st March 2020.
25. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of your Company have furnished requisitedeclaration that they meet the criteria of independence as provided in Section 149(6) ofthe Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the applicable provisions of the SecretarialStandards the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Separate Meeting of Independent Directors was held on 13thFebruary 2020 and considered the following agenda at the meeting: a) Review theperformance of Non Independent Directors and the Board of Directors as a whole; b) Reviewthe performance of the Chairman taking into account the views of the Non ExecutiveDirectors; c) Assess the quality quantity and timelines of flow of information betweenthe Company's management and the Board that is necessary for the Board to effectivelyand reasonably perform their duties.
27. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTESINDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION.
The Company has in place the policy for determining the qualificationspositive attributes and independence of a Director the said Policy forms part of thisReport and is attached as ANNEXURE- III.
28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
a) Statutory Auditor's Report The observations madein the Auditor's Report of Hiren C. Sanghavi of M/s Hiren C. Sanghavi &Associates Chartered Accountant read together with relevant notes thereon are selfexplanatory 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 SecretarialAuditor's Report issued by M/s. KDT & Associates Practicing Company Secretariesfor the financial year ended 31st March 2020 does not contain anyqualification reservation adverse remark or disclaimer in their Report. The SecretarialAudit Report in Form MR-3 forms part of this report and is attached as
c) Cost Audit Report - The Company is not required to conduct aCost Audit hence there was no requirement to appoint Cost Auditor hence there was no CostAudit Report to note.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013
Details of investments made by the Company pursuant to Section 186 ofthe Companies Act 2013 have been disclosed in the financial statements forming part ofthis Annual Report.
30. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Policy on prevention of Sexual Harassment asper the requirements of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) 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 thebeginning of the financial year 2019-20. NIL
Number of Complaints received during the financial year 2019-20. NILNumber of Complaints disposed off during the financial year 2019-20. NIL Number ofComplaints pending at the end of the financial year 2019-20. NIL Number of workshopsconducted during the financial year 2019-20. 1
The Company has displayed the policy on prevention of Sexual Harassmentat Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Sexual_Harassment_Policy.pdf31. SAFETY HEALTH AND ENVIRONMENT
Health and safety of the employees are considered one of the mostimportant and integral aspects of the work. All the requisites steps towards fulfillingsafety requirements and norms are adopted by the Company and its employees. Companyensures that the workmen are well aware of the safety procedures required to be followedwhile doing any activity of production. Company ensures compliances of regulatoryrequirements under environmental laws.
32. RISK MANAGEMENT
The Company has adopted Risk Management Policy which is also displayedon the website 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 minimisethe risks involved in the business. Further in the opinion of the Board during thefinancial year ended 31st March 2020 your Board has not noticed any elementsof risks which may threaten the existence 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 underSection 135 of the Companies Act 2013.
34. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 forms part of this report and is attached as ANNEXURE V.
35. CORPORATE GOVERNANCE
Your Company aims and constantly strives in maintaining the higheststandards of Corporate Governance practices. Your Company complies with all the mandatoryrequirements as stipulated under the Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Report on Corporate Governance alongwith theCertificate from Auditor on compliance of conditions of Corporate Governance and theCertificate from Practicing Company Secretary on Non-disqualification of Directors formspart of this report and is attached as ANNEXURE VI. A declaration signed bythe Chairman and Managing Director in regards to compliance with the Code of Conduct bythe Board members and Senior Management Personnel also forms part of this Report.
36. AUDITORS a) Internal Auditor Your Company hadappointed Nisha Mody of M/s. Nisha Mody & Associates Chartered Accountant as anInternal Auditor for the financial year ended 31st March 2020. She hasconducted the Internal Audit of the Company on periodical intervals and reports of thesame were placed before for the Audit Committee Meeting and Board of the Directors meetingfor their noting and appropriate actions.
b) Secretarial Auditor - Your Company had appointed M/s KDT& Associates as a Secretarial Auditor Practicing Company Secretaries for thefinancial year ended 31st March 2020 to carry out the secretarial audit of theCompany.
c) Statutory Auditor Hiren C. Sanghavi of M/s. Hiren C.Sanghavi & Associates Chartered Accountant (FRN: 112057W) who were appointed as theStatutory Auditor of the Company at the 32nd Annual General Meeting havetendered their resignation vide letter dated 18th August 2020 due toprevailing COVID-19 pandemic situation resulting in pressure on work resources and healthrelated responsibilities. The Board of Directors at their meeting held on 25thAugust 2020 appointed M/s. Chhogmal & Co. Chartered Accountants (FRN :101826W) as Statutory Auditor to fill the casual vacancy caused due to the resignation ofM/s. Hiren C. Sanghavi & Associates Chartered Accountant w.e.f. 25thAugust 2020 to the conclusion of this Annual General Meeting subject to the approval ofmembers of the Company. M/s. Chhogmal & Co. Chartered
Accountant are eligible for appointment and have confirmed that theirappointment if approved will be in compliance with Section 141 of the Companies Act2013 and other applicable provisions.
Your Board recommends the appointment of M/s. Chhogmal & Co.Chartered Accountant (FRN : 101826W) as Statutory Auditor for Financial year 2020-21 andto hold office from the conclusion of this Annual General Meeting till the conclusion ofnext Annual General Meeting of the Company.
As per the provisions of the Companies Act 2013 the Auditors Reporton Financial Statements for the year ended 31st March 2020 as issued bythe Statutory Auditor M/s. Hiren C. Sanghavi & Associates Chartered Accountants formspart of this Annual Report. d) Cost Auditor Your Company is not statutorilyrequired to conduct Cost Audit hence Report of the same for the financial year ended 31stMarch 2020 pursuant to provisions of the Companies (Cost Records and Audit) Rules 2014is not required 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 CompaniesAct 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has in place proper VigilMechanism incorporated in Whistle Blower Policy for Directors and Employees to reportgenuine concerns 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 ishttp://jaysynth.com/pdf/Policies/Revised%20Whistle%20Blower%20Policy.pdf 39. MANAGEMENTDISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 it is required to annexeManagement Discussion and Analysis Report of the Company to the Annual Report. Incompliance of the above mentioned provisions said report for the financial year ended 31stMarch 2020 forms part of this report and is attached as
40. BOARD DIVERSITY
Your Company strongly believes having a diverse Board that enhances thequality of decisions. Directors from varied background experience and expertise willassist the Company to view larger picture and analyse all aspects of business therebyresulting in better decision making and enhancing the business prospects. In view of thesame your Company has adopted a Board Diversity Policy and it has been displayed on thewebsite of the 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 20of the Companies Act 2013 read with the Companies (Management and Administration) Rules2014 as may be amended from time to time which permits paperless compliances and alsoservice of notice/documents (including Annual Report) through electronic mode to itsMembers. Your Company requests and has consistently encouraged Members to takenecessary steps for registering their e-mail ids so they can be a part and contributetowards greener environment.
42. DISCLOSURE OF ACCOUNTING TREATMENT
Your Company has followed requisite Indian Accounting Standards issuedby The Institute of Chartered Accountants of India to the extent applicable in preparationof financial statements.
43. HUMAN RESOURCES
Employees are considered to be one of the most important assets andcritical resources in the business which maximize the effectiveness of the Company. Humanresources build the enterprise and create a sense of belonging that would inculcate thespirit of dedication and loyalty amongst them towards strengthening the Company'sPolices and Systems. The Company maintains healthy cordial and harmonious relations withall personnel and thereby enhancing the contributory value of the Human Resources. TheCompany makes continuous and consistent efforts to attract and retain best talent in theindustry as employees are indispensable factor for growth of the Company.
44. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the applicable Secretarial Standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment.
45. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during thefinancial year under review:
a) The Company has not issued any shares with differentialrights and hence no information as per provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
b) The Company has not issued any sweat equity shares during thefinancial year under review and hence no information as per provisions of Section 54(1)(d)of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014is furnished.
c) The Company has not issued any equity shares under EmployeesStock Option Scheme during the financial year under review and hence no information as perprovisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014 is furnished.
d) During the financial year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014 is furnished.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your Board expresses their gratitude towards all the employees of theCompany for their sincere consistent and dedicated efforts towards the Company. Theywould also like to thank all other stakeholders of Company viz; Bankers SuppliersCustomers and Financial Institution for their continued co-operation and support receivedby the Company.
| ||For and on behalf of the Board of Directors |
| ||Parag Sharadchandra Kothari |
|Place: Mumbai ||Chairman and Managing Director |
|Date: 25th August 2020 ||DIN: 00184852 |