The Board of Directors are pleased to present the 07th Annual report of theCompany for the Financial Year ended March 31 2018.
The Company's financial performance for the year ended on March 31 2018 is as below:(Rs in Lakhs.)
| ||Standalone ||Consolidated |
|Particulars ||31.03.2018 ||31.03.2017 ||31.03.2018 |
|Total Income from Operations (incl. other income) ||9181.68 ||5202.29 ||9343.14 |
|Less: Operating and Admin. Expenses ||(7571.05) ||(4372.74) ||(7724.25) |
|Profit before depreciation and Taxes ||1610.63 ||829.55 ||1618.89 |
|Less: Depreciation ||(268.553) ||(184.35) ||(187.75) |
|Add: Extraordinary/Exceptional Items ||- ||- ||- |
|Profit before interest and tax(PBIT) ||1342.08 ||645.20 ||1431.14 |
|Less: Interest ||(187.58) ||(231.84) ||(268.83) |
|Profit before Tax (PBT) ||1154.50 ||413.36 ||1162.31 |
|Less: Taxes (including deferred tax and fringe benefit ||310.27 ||(1.44) ||308.25 |
|tax) || || || |
|Profit after Tax (PAT) ||844.23 ||414.80 ||854.07 |
|Balance brought forward from previous period ||- ||- ||- |
|Other Comprehensive Income for the period ||12.24 ||2.68 ||12.23 |
|Total Comprehensive Income ||856.47 ||417.48 ||866.3 |
COMPANY'S PERFORMANCE REVIEW
During the financial year 2017-18 revenue from operations on standalone basisincreased to Rs. 9096.58 as against Rs. 5195.77 lakhs in the previous year - a growth of75.07%.
The profit after tax for the financial year 2017-18 is Rs. 844.23 lakhs against Rs414.80 lakhs in the previous year a growth of 103.53%.
On consolidated basis the group achieved revenue from operations in the financial year2017-18 is Rs. 9257.98 lakhs.
The Authorised Share Capital of the Company as on March 31 2018 was Rs 250000000(Rupees twenty five crore) divided into 25000000 (Two crore fifty lakhs) equity sharesof Rs 10 each.
The paid up share capital of the Company as on March 31 2018was Rs 107163770(Rupees ten crore seventy one lakhs sixty three thousand seven hundred and seventy only)divided into 10716377 (One crore seven lakhs sixteen thousand three hundred and seventyseven) equity shares of Rs 10 each.
No dividend is being recommended by the Directors for the year ending on 31st March2018. As the Board of Directors wants to plough back the profit in the business.
During the year under review your company has not accepted any deposits pursuant to theprovisions of Section 73 to 76 of the Companies Act 2013.
CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of business of the company during thefinancial year.
NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES
At the end of the financial year under review Jiya Eco India Limited (CIN:U40106GJ2016PLC093343) and Jiya Eco (Gandhidham) Private Limited (CIN:U01100GJ2018PTC100918) both the Companies incorporated under the Companies Act 2013 havebecome wholly owned subsidiaries of Jiya Eco Products Limited.
CONSOLIDATED FINANCIAL STATEMENT
As per Regulation 33 of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as ("ListingRegulations) and applicable provisions of the Companies Act 2013 read with Rules issuedthereunder the Consolidated Financial Statements of the Company for the financial year2017-18 have been prepared in compliance with applicable Indian Accounting Standards andon the basis of audited financial statements of the Company its subsidiary Companies asapproved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditor's Report form part ofthis Annual Report.
A separate statement containing the salient features of financial statements of allsubsidiaries of the Company is annexed herewith in Form AOC-1. The said form alsohighlights the financial performance of each of the subsidiaries.
In accordance with section 136 of the Companies Act 2013 the financial statements ofthe subsidiaries are available for inspection by the members at the Registered office ofthe Company during business hours on all days except Saturdays Sundays and publicholidays upto the date of Annual General Meeting (AGM').
The financial statements including the Consolidated Financial Statements and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany i.e. www.jiyaeco.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation and subsequent re-appointment:
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) and the Articles of Association of the Company Mrs. HetalKakadiya (Woman Non Executive Director) (DIN: 07073147) is liable to retire by rotationat the ensuing AGM and being eligible has offered herself for re-appointment.
Resignation of Directors
During the Financial year 2017-18 two directors namely Mr. Harshad Monpara (NonExecutive Director)(DIN: 05147699) and Mr. Nitin Kapadia (Independent Director)(DIN:06553638) have resigned resigned from the Directorship with effect from September 152017.
Declaration of Independence from Independent Directors:
The Company has received declaration from all the Independent Directors confirming thatthey meet all the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
Number of meetings of the Board:
11 (eleven) meetings of the Board of Directors were held during the financial year. Thedetails of the meetings of the Board of Directors of the Company convened during thefinancial year 2017-18 are given in the Corporate Governance Report which forms part ofthis Annual report.
Remuneration of Directors Key Managerial Personnel and particulars of employees:
The remuneration paid to the Directors in accordance with the Nomination andRemuneration policy formulated in accordance with section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
The information required under section 197 of the Companies Act 2013 read with(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/ employees of the Company is set out in the "Annexure A"to this report.
Nomination and Remuneration Policy:
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of the Companies Act 2013 read with rules issuedthereunder and the Listing Regulations.
The said policy of the Company inter alia provides that Nomination and RemunerationCommittee shall formulate the criteria for appointment of Executive Non-Executive andIndependent Directors on the Board of Directors of the Company and persons in the seniormanagement of the Company their remuneration including determination of qualificationspositive attributes independence of Directors and other matters as provided undersub-section (3) of section 178 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole.
The Nomination and Remuneration committee evaluated the performance of the Director(s)/Board/ Committees of the Board for the financial year 2017-18.
The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013(including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Director's ofthe Company confirm that: a. in the preparation of the annual financial statements for theyear ended March 31 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;
b. the Directors have selected such accounting policies and applied them consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2018 and of theprofit of the Company for the year ended on that date; c. proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis. e. proper internalfinancial controls have been laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operatingeffectively; and
f. proper system to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
MATERIAL CHANGES WHICH HAVE OCCURRED IN THE FINANCIAL YEAR 2017-18 AND BETWEEN THE ENDOF THE FINANCIAL YEAR 2017-18 AND THE DATE OF THE REPORT
- In Financial year 2017-18 Company had issued and allotted 4974585 convertiblewarrants on preferential basis to the non promoter group.
- On February 08 2018 Company got migrated from BSE SME Platform to BSE main boardplatform.
- During the financial year 2017-18 Jiya Eco India Limited and Jiya Eco (Gandhidham)Private Limited have became wholly owned subsidiaries of Jiya Eco Products Limited.
- The profit of the Company for the financial year 2017-18 is more than rupees fivecrore which requires to constitute a committee of Corporate Social Responsibility inreference to the Section 135 of the Companies Act 2013.
The Composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.
The Audit Committee comprises of Mr. Jiten Shah- Chairman Mr. Bhavesh J Kakadiya-Member Mr. Tushar Patel- Member and Mr. Harshil Shah acts as Secretary to the AuditCommittee.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report and is annexed herewithas "Annexure B".
EXTRACT OF ANNUAL RETURN
The extract on Annual Return of the Company as on March 31 2018 in Form MGT-9 inaccordance with section 92 (3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 are annexed herewith in "Annexure C" tothis report.
RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered by the Company with Related Partieswere in ordinary course of business and at arm's length basis.
All transactions with related parties were reviewed and approved by the Audit committeeand are in accordance with the policy on related Party Transactions formulated by theCompany.
There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.
The Details of the related party transactions as per Indian Accounting Standards (INDAS) 24 are set out in the notes of Standalone Financial Statements of the Company.
Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the "Annexure D"to this report.
AUDITORS AND AUDITOR'S REPORT
M/s PARY & Co. Chartered Accountants (FRN: 007288C) Ahmedabad due topre-occupation has resigned as Statutory Auditor of the Company with effect from October16 2017.
M/s Philip Fernandes & Co Chartered Accountants (FRN:128122W) was appointed onOctober 17 2017 as Statutory Auditor of the Company and such appointment made to fillthe casual vacancy was further ratified by the Shareholders resolution through PostalBallot passed on December 28 2017 to hold office up to the conclusion of the ensuing07th Annual General Meeting.
M/s Philip Fernandes & Co Chartered Accountants (FRN:128122W) is proposed to beappointed as Statutory Auditors of the Company in the ensuing 07th AGM who if appointedshall hold the office till the conclusion of 12th AGM.
M/s Philip Fernandes & Co. have confirmed their eligibility and qualificationrequired under Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
The Auditor's Report for the financial year ended March 31 2018 on the financialstatements of the Company is a part of this Annual Report. The Auditor's Report for thefinancial year ended March 31 2018 does not contain any qualification reservation oradverse remark.
The Board of Directors of the Company has appointed Mr. Nirav S. Soni PractisingCompany Secretary (Certificate of Practice No. 14695) as the Secretarial Auditor toconduct an audit of the Secretarial records of the financial year 2017-18.
The Company has received consent from Mr. Nirav S. Soni to act as auditor forconducting audit of the Secretarial records for the financial year ending March 31 2018.
The Secretarial Audit report for the financial year ended March 31 2018 is annexedherewith as "Annexure E" to this report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure -F".
CORPORATE GOVERNANCE REPORT
In Compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a Certificate from Auditors on its compliance forms anintegral part of this Annual Report.
LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments under the provisions of Section 186 ofthe Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2018 are set out in notes forming part of Financial Statements ofthe Company.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
The Company through its risk management process aims to contains the risks within itsappetite. There are no risks which in the opinion of the Board threaten the existence ofthe Company.
The Whistleblower Policy has been approved and adopted by the Board of Directors of theCompany in compliance with the provisions of Section 177 (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations. Chairman of the Audit Committee isresponsible for issue pertaining to same.
Pursuant to clause 9 of the revised Secretarial Standard 1 your company has compliedwith applicable secretarial standards issued by the Institute of Company Secretaries ofIndia during the financial year under review.
The Company has complied with the provisions relating to the Constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. There was no case filled or registered with theCommittee during the year under the Sexual Harassment of Women at Workplace
(Prevention Prohibition & Redressal) Act 2013. Further Company ensures that thereis a healthy and safe environment for every women employee at the workplace and made thenecessary policies for safe and secure environment for women employee.
INDIAN ACCOUNTING STANDARDS
Your company has adopted Indian Accounting Standards (Ind AS') with effect fromApril 01 2017. Financial Statements for the year ended March 31 2018 have been preparedin accordance with Ind AS notified under the Companies (Indian Accounting Standards)Rules 2015 as amended by the Companies (Indian Accounting Standards) Rules 2016 readwith Section 133 and other applicable provisions of the Companies Act 2013. Previousperiods figures have been re-stated to confirm to Ind AS for comparative information.
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.
The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work co-operation and dedication during the year.
The Board conveys its appreciation for its customers shareholders suppliers as wellas bankers business associates regulatory and government authorities for their continuedsupport.
|On behalf of Board of Directors |
|Bhavesh J. Kakadiya |
|Managing Director (DIN: 05147695) |
|Ahmedabad August 09 2018 |