Jiya Eco-Products Ltd.
|BSE: 539225||Sector: Others|
|NSE: JIYAECO||ISIN Code: INE023S01016|
|BSE 00:00 | 28 Feb||Jiya Eco-Products Ltd|
|NSE 05:30 | 01 Jan||Jiya Eco-Products Ltd|
|BSE: 539225||Sector: Others|
|NSE: JIYAECO||ISIN Code: INE023S01016|
|BSE 00:00 | 28 Feb||Jiya Eco-Products Ltd|
|NSE 05:30 | 01 Jan||Jiya Eco-Products Ltd|
The Board of Directors are pleased to present the 08th AnnualReport of the Company for the Financial Year ended March 31 2019.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended on March31 2019 is as below:
2. COMPANY'S PERFORMANCE REVIEW
During the financial year 2018-19 revenue from operations onstandalone basis increased to Rs. 17022.99 lakhs as against Rs. 9096.58 lakhs in theprevious year - a growth of 87.13%. The profit after tax for the financial year 2018-19 isRs. 1369.56 lakhs against Rs 844.23 lakhs in the previous year a growth of 62.22%.
On consolidated basis the group achieved revenue from operations inthe financial year 2018-19 is Rs. 21326.16 lakhs against Rs. 9257.98 lakhs in the previousyear - a growth of 130.35%. The profit after tax for the financial year 2018-19 is Rs.1826.53 lakhs against Rs 854.07 lakhs in the previous year a growth of 113.86%.
3. CAPITAL STRUCTURE
The Authorised Share Capital of the Company as on March 31 2019 was Rs320000000 (Rupees thirty two crore) divided into 32000000 (Three crore twenty lakhs)equity shares of Rs 10 each.
The paid up share capital of the Company as on March 31 2019 was Rs300732620 (Rupees thirty crores seven lakhs thirty two thousand six hundred and twentyonly) divided into 30073262 (Three crore seventy three thousand two hundred and sixty two)equity shares of Rs 10 each.
4. CONVERSION OF PREFERENTIAL WARRANTS INTO EQUITY SHARES
Company had issued total 4974585 preferential warrants convertibleinto equity shares on February 08 2018. During the year 2018-19 total 4320254 warrantswere converted into equity shares. As on March 31 2019 654331 warrants were pending forconversion and had been forfeited on August 09 2019.
5. ISSUE OF BONUS SHARES
The Company had allotted 15036631 equity shares as fully paid up bonusshares in the ratio of 1:1 (one equity share for every one existing equity share held ason the record date) to its shareholders on November 23 2019 pursuant to a resolutionpassed by the shareholders on November 03 2018.
Based on Company's performance the Director's haverecommended a final dividend of Rs. 0.20 per equity share for FY 2019. The final dividendon equity shares if approved by the members would involve a cash outflow of Rs. 60.15lakhs excluding dividend distribution tax.
During the year under review your company has not accepted any depositspursuant to the provisions of Section 73 to 76 of the Companies Act 2013.
8. CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of business of thecompany during the financial year.
9. SUBSIDIARY COMPANIES
The Company has 2 wholly owned subsidiaries as on March 31 2019namely Jiya Eco India Limited (CIN: U40106GJ2016PLC093343) and Jiya Eco (Gandhidham)Private Limited (CIN: U01100GJ2018PTC100918) both the Companies incorporated under theCompanies Act 2013.
There are no associates or joint venture companies within the meaningof Section 2(6) of the Companies Act 2013
Pursuant to the provisions of Section 129(3) of the Act a statementcontaining salient features of financial statement of the subsidiary Companies in FormAOC-1 is attached to the financial statement of the Company.
Further pursuant to provisions of Section 136 of the Act thefinancial statement of the Company consolidated financial statement along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company www.jiyaeco.com .
10. CONSOLIDATED FINANCIAL STATEMENT
As per Regulation 33 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements)
Regulations 2015 (hereinafter referred to as ("ListingRegulations) and applicable provisions of the Companies Act
2013 read with Rules issued thereunder the Consolidated FinancialStatements of the Company for the financial year 2018-19 have been prepared in compliancewith applicable Indian Accounting Standards and on the basis of audited financialstatements of the Company its subsidiary Companies as approved by the respective Boardof Directors.
The Consolidated Financial Statements together with the Auditor'sReport forms part of this Annual Report.
11. TRANFER TO RESERVE
Total Comprehensive Income for the year of Rs. 13.68 crore was added tothe retained earnings and the balance as at March 31 2019 stood at Rs. 33.96 crore. YourCompany has not transferred any amount to the General Reserve for the financial year endedMarch 31 2019.
12. HUMAN RESOURCES
The total employee strength during the year of the Company as of March31 2019 was 100-110 including daily wagers. Given the nature of the operations asignificant portion of the said employee strength comprises of drivers cleaners and otherunskilled employees. Your management feels proud to state that there were no instances ofstrikes lockouts or any other action on part of the employees that affected thefunctioning of the Company. It is noteworthy that there is no Employee Union within theorganization.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to its best of its knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) the directors had prepared the annual accounts on a going concernbasis; and
(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively
(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation and subsequent re-appointment
Mr. Yogesh C. Patel Managing Director (DIN: 05147701) retires byrotation and being eligible offers himself for reappointment. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.
Re-appointment of Bhavesh J. Kakadiya as Managing Director
Mr. Bhavesh J. Kakadiya was appointed as Managing Director on December19 2014 for five years till December 18 2019. Based on the recommendation by theNomination and Remuneration Committee and Board in its meeting held on August 26 2019his re-appointment of the second term of five years is proposed at the ensuing AGM for theapproval of the Members by way of Special Resolution. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.
Re-appointment of Independent Directors
Mr. Nimish Jani was appointed as an Additional Independent Director bythe board of Directors on January 20 2015 for five years till January 19 2020. Hisappointment was approved by the shareholders of the Company in the Annual General Meetingheld on September 30 2015. Based on the recommendation by the Nomination and RemunerationCommittee and Board in its meeting held on August 26 2019 for his re-appointment of thesecond term of five years is proposed at the ensuing AGM for the approval of the Membersby way of Special Resolution. A resolution seeking shareholders' approval for hisre-appointment forms part of the Notice.
Mr. Tushar Patel was appointed as an Additional Independent Director bythe board of Directors on May 20 2015 for five years till May 19 2020. His appointmentwas approved by the shareholders of the Company in the Annual General Meeting held onSeptember 30 2015. Based on the recommendation by the Nomination and RemunerationCommittee and Board in its meeting held on August 26 2019 his re-appointment of thesecond term of five years is proposed at the ensuing AGM for the approval of the Membersby way of Special Resolution. A resolution seeking shareholders' approval for hisre-appointment forms part of the Notice.
Declaration of Independence from Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013Independent Directors have submitted declarations that each of them meet the criteria ofindependence as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation 16 (1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
During the year under review the non-executive directors of the Companyhad no pecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act the KeyManagerial Personnel of the Company as on March 31 2019 are: Mr. Bhavesh J.Kakadiya (DIN: 05147695) Managing Director Mr. Yogesh C. Patel Managing Director (DIN:05147701) Mr. Vipul S. Vora- Chief Financial Officer and Mr. Harshil Shah- CompanySecretary.
15. NUMBER OF MEETINGS OF THE BOARD
Twelve meetings of the Board of Directors were held during the yearunder review. For more details of meetings of board of Directors please refer to theCorporate Governance Report which forms part of this Annual report.
16. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and nonexecutivedirectors.
The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
In the board meeting that followed the meeting of the independentdirectors and meeting of Nomination and Remuneration Committee the performance of theboard its committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire board excluding the independent directorbeing evaluated.
17. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The Company's policy on director's appointment andremuneration and other matters provided in Section 178 (3) of the
Act has been disclosed in the Corporate Governance Report which is apart of this report and is also available on www.jiyaeco.com .
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis is covered under "AnnexureA" which is a part of this report.
19. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee areincluded in the Corporate Governance Report which is a part of this report.
At the seventh AGM held on September 18 2018 the Members approvedappointment of M/s Philip Fernandes & Co Chartered Accountants (FRN:128122W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the twelveth AGM subject to ratification oftheir appointment by Members at every AGM if so required under the Act. The requirementto place the matter relating to appointment of auditors for ratification by Members atevery AGM has been done away by the Companies (Amendment) Act 2017 with effect from May7 2018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM and a note in respect of same has been included inthe Notice for this AGM.
21. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The Auditor's Report for the financial year ended March 31 2019does not contain any qualification reservation or adverse remark.
Secretarial Audit Report which is annexed to this report as "AnnexureB" which contains qualifications and Management has taken the note of thesame and will comply with the provisions in due course.
22. DISCLOSURE OF ACCOUNTING TREATMENT
These Financial statements of the Company are prepared in accordancewith India Accounting Standards ("Ind AS") notified under section 133 ofCompanies Act 2013 read along with Companies (Indian Accounting Standards) Rules 2015 asamended and other relevant provisions of the Act.
23. RISK MANAGEMENT
The Company has established a well-defined process of risk managementwherein the identification analysis and assessment of the various risks measuring of theprobable impact of such risks formulation of risk mitigation strategy and implementationof the same takes place in a structured manner. Though the various risks associated withthe business cannot be eliminated completely all efforts are made to minimize the impactof such risks on the operations of the Company. Necessary internal control systems arealso put in place by the Company on various activities across the board to ensure thatbusiness operations are directed towards attaining the stated organizational objectiveswith optimum utilization of the resources.
The Company through its risk management process aims to contains therisks within its appetite. There are no risks which in the opinion of the Board threatenthe existence of the Company.
24. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have beendisclosed in the Note 08 of the Standalone financial statements.
25. TRANSACTIONS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company withRelated Parties were in ordinary course of business and at arm's length basis.
All transactions with related parties were reviewed and approved by theAudit committee and are in accordance with the policy on related Party Transactionsformulated by the Company.
The details of the related party transactions as per Indian AccountingStandards (IND AS) 24 are set out in the notes of the Financial Statements of the Company.
Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out in the "AnnexureC" which is a part of this report.
26. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and other details are set out in
"Annexure D" which is a part of this report in theprescribed format of the Companies (Corporate Social Responsibility Policy) Rules 2014.The CSR policy is available on www.jiyaeco.com .
27. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the annual return for FY 2019 is given in "AnnexureE" which is a part of this report in the prescribed Form No. MGT-9 which is apart of this report. The same is available on https://www.jiyaeco.com/uploads/258344.pdf .
28. PARTICULARS OF EMPLOYEES
The details of particulars of employees is stated in "AnnexureF" which is a part of this report.
29. SEXUAL HARASSMENT
The Company has complied with the provisions relating to theConstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. There was no case filled orregistered with the Committee during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe environment for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.
30. COST RECORDS
The Company is not required to maintain cost records as specified bythe Central Government under sub-section (1) of Section 148 of the Companies Act 2013.
31. DISCLOSURES REQUIREMENTS
As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the
Management Discussion and Analysis are attached which forms part ofthis report.
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING
The information relating to conservation of energy technologyabsorption and foreign exchange earnings & outgo as required under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure- G" which is a part of this report.
33. HONOURED LISTING ON NSE PLATFORM
First half of 2019-20 has been considered as a year of success andachievements. In one of a circular issued by National Stock Exchange Limited datedAugust 16 2019 Saturday have honoured and permitted Jiya Eco-Products Limited andsecurities of other 13 Companies to trade and admitted to deal on the exchange. Suchcircular was effective from Monday August 19 2019.
Various Points would have been considered by the National StockExchange Limited before honouring 14 such Companies including Jiya Eco-Products Limited.Our Company has always complied with all the Compliances that were applicable and hadalways complied with all the Corporate Governance requirements.
Jiya Eco-Products Limited is thankful to the National Stock ExchangeLimited for such honoured Listing.
NSE Symbol: JIYAECO ISIN: INE023S01016
(Download ref. No.: NSE/CML/41893 and circular ref. no.: 0693/2019)https://www.nseindia.com/content/circulars/CML41893.pdf
The Board Members thank the Company's employees customersvendors investors and academic partners for their continuous support.
The Directors also thank the Government of India Governments ofvarious states in India Governments of various countries and concerned Governmentdepartments and agencies for their co-operation.
The Directors appreciate and value the contribution made by everymember of the Jiya Eco family.