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Jyoti Resins and Adhesives Ltd.

BSE: 514448 Sector: Industrials
NSE: N.A. ISIN Code: INE577D01013
BSE 00:00 | 19 Oct 62.50 -2.50
(-3.85%)
OPEN

65.00

HIGH

65.00

LOW

62.50

NSE 05:30 | 01 Jan Jyoti Resins and Adhesives Ltd
OPEN 65.00
PREVIOUS CLOSE 65.00
VOLUME 106
52-Week high 102.65
52-Week low 57.00
P/E 23.06
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 65.00
CLOSE 65.00
VOLUME 106
52-Week high 102.65
52-Week low 57.00
P/E 23.06
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jyoti Resins and Adhesives Ltd. (JYOTIRESINS) - Director Report

Company director report

Your Directors have pleasure in presenting their Twenty Fifth Annual Report togetherwith the audited statements of accounts for the year ended 31st March 2018.

BUSINESS PERFORMANCE & FINANCIAL PERFORMANCE

FINANCIAL RESULTS 2017-2018 2016-2017
Rs. Rs.
Sales & Other Incomes 551854393 582149568
Operating Profit (PBDTM) 94600108 246307496
Net Profit after Tax 10465080 3916005
Brought Forward Profit / (Loss) 6363884 2447880
Profit / Loss Carried Forward to B/S 16828964 6363884

During the year under report Company has earned net Cash profit of Rs. 946.00 lacs incompare to previous year Rs. 2463.07 lacs. Company has earned Net Profit of Rs. 104.65lacs against previous year Rs. 39.16 lacs after providing depreciation miscellaneousexpenses and prior period item. During the year Turnover and other income of the Companywas decreased to Rs. 5518.54 Lacs from Rs. 5821.50 Lacs. Director has continued theirefforts to reduce expenses & increase turnover of the Company. Your directors arehopeful about better performance of the company in coming years.

DIVIDEND

In view of insufficient profit no dividend has been proposed by your Directors.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate and effective internal controls to provide reasonableassurance on achievement of its operational compliance and reporting objectives. TheCompany has reviewed and discussed with the Management the Company's major financial riskexposures and taken steps to monitor and control such exposure.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has not any Subsidiary or Joint Venture or Associate Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling under Companies Act 2013.

AUDITORS' REPORT

The notes to the accounts referred to in the Auditors' Report are self explanatory andtherefore do not require any further comments under Companies Act 2013.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for good corporategovernance. A separate Report on Corporate Governance is given in Annexure – BAuditor's statement on Compliance of Corporate Governance is given in Annexure – CCertificate by Managing Director regarding compliance of clause 49 of listing agreement inAnnexure ‘D' and Management discussion and analysis in Annexure – E.

AUDITORS

The Company in its last annual general meeting had appointed M/S Suresh R. Shah &Associates Chartered Accountants (FRN 110691W ) as auditors for the year 2017-18. Theremarks made in the Auditors' report are self-explanatory. M/S Suresh R. Shah &Associates Chartered Accountants Ahmedabad the retiring auditors offer themselves forre-appointment.

M/S Suresh R. Shah & Associates Chartered Accountants have been the statutoryauditors of the company since FY 2017-18 and will be eligible for re-appointment as perthe provisions of Section 139 and other applicable provisions if any of the CompaniesAct 2013 read with the Companies (Audit and Auditors) Rules 2014 including anyamendments if any thereof.

DIRECTORS:

(a) Mr. Utkarsh Jagdishbhai Patel (DIN 02874427) retire by rotation and beingeligible have offered themselves for reappointment. The Board recommends theirre-appointment.

(b) Declaration by an Independent Director(s) and re- appointment if any: Adeclaration by an Independent Directors that they meet the criteria of independence asprovided in sub-section (7) of Section 149 of the Companies Act

2013 has been received and taken on note.

(c) Formal Annual Evaluation: The Nomination and Remuneration Committee of the Boardhas formulated a Performance Evaluation Framework under which the Committee hasidentified the criteria upon which the Committee has identified the criteria upon whichevery Director shall be evaluated. The Policy also provides the manner in which theDirectors as a collective unit in the form of Board Committees and the Board function andperform

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Officer. TheWhistle Blower Policy has been appropriately communicated within the Company. Under theWhistle Blower Policy the confidentiality of those reporting violation(s) is protectedand they are not subject to any discriminatory practices. No personnel have been deniedaccess to the Audit Committee.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.The details of the investments made by company isgiven in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013. Hence AOC-2 is not required to beattached.

MANAGERIAL REMUNERATION

Your company has paid Rs. 10750000/- remuneration to the Managing Director JagdishNathalal Patel Director Utkarsh J. Patel & Director Jyotika J. Patel of the Company.Your Company has not any employee who was in receipt of remuneration in excess of limitsspecified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Meenu Maheshwari & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 forthe financial year ended March 31 2018 is annexed as Annexure - F to the Report.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company. The Board of Directors hasduly developed and implemented a risk management policy for the company.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have affirmed compliance with these Codes. A declaration signed bythe Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant tosection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and is uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013

The Company has been employing about one woman employee. The Company has in place anAnti- harassment policy in line with the requirements of the Sexual Harassment of Woman atWorkplace ( Prevention Prohibition and Redressal ) Act 2013. Internal ComplaintCommittee is set up to redress complaints received regularly is monitored and directlyreport to the Chairman & Managing Director. There was no compliant received fromemployee during the financial year 2017-18 and hence no complaint is outstanding as on31.03.2018 for Redressal.

DIRECTOR RESPONSIBILITY STATEMENT Your Directors confirm i. that in the preparationof annual accounts the applicable accounting standards have been followed; ii. that theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31st March2018 and of the profit of the Company for the year; iii. that the Directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 for safeguarding the assets of theCompany for preventing and detecting fraud and other irregularities; iv. That theDirectors have prepared the annual accounts on a going concern basis.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Members' attention is drawn to the statement on contingent liabilities commitments inthe notes forming part of the financial statement.

SHARE CAPITAL

The paid up capital of the Company is Rs. 40000000/-. Your Company has not issue anykind of Share during the financial Year ending on 31st March 2018.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 shall form part of theBoard's report (comment: as on 31/03/2018 status of annual return)

PARTICULARS OF THE EMPLOYEES

The Particulars required under Section 217(2A) of the Companies Act 2013 are notrequired to be given as there is no employee drawing Rs.200000/- p.m. or Rs.2400000/-p.a. during the year under report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUT GO: (A)CONSERVATION OF ENERGY:

The information required under 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 [Chapter IX] in respect of Conservation of Energy isannexed hereto and forms part of this Report.

(B) TECHNOLOGY ABSORPTION:

Being the fact that the manufacturing process has been indigenously developed; there isnothing to report on the status of technology absorption.

(C) RESEARCH & DEVELOPMENT:

The Company has established an in house laboratory with the modern facilities to carryout intensive analysis of variety of Raw materials & Finished goods. During the yearunder consideration continuous efforts were made for up gradation of the products of yourcompany.

(D) FOREIGN EXCHANGE EARNING & OUTGO:

No Foreign Exchange earning or outgo has occurred during the year.

AUDIT COMMITTEE:

During the year under review the Audit Committee was constituted in accordance withthe provisions of the Companies Act 2013 and listing agreement entered into by theCompany with the Stock Exchanges.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposit from the public.

Corporate Governance Report under Regulation 27 of SEBI LODR:

Your Company has complied with the Corporate Governance Provisions of Regulation 27 ofSEBI (LODR guidelines)of the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance practices followed by your Company in terms ofRegulation 27 of SEBI (LODR guidelines)of Listing Agreement and a Certificate from theAuditors of the company regarding compliance with Corporate Governance guidelines asstipulated and Management Discussion & Analysis reports have been attached by way ofseparate section as part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors thanks various Government Authorities banks & other businessassociates for the support & assistance extended to the Company from time to time andlooks forward to their unstinted co-operation in development of the Company. YourDirectors sincerely thanks the members for the confidence reposed by them in the companyand look forward to their valuable support for the future plans of the Company.

For & On Behalf of the Board
Place : Ahmedabad Jagdish N. Patel
Dated : 14th AUGUST 2018 Chairman & Managing Director

ANNEXURE TO THE DIRECTORS' REPORT

CONSERVATION OF ENERGY :

(a) Energy Conservation measures: Various measures have been taken to improve theefficiency of equipments so as to reduce process time.

(b) Additional investments and proposals if any: Nil.

(c) Impact of measures: The above measures and tighter control has resulted inlower energy consumption.

(d) Total energy consumption and energy consumption per unit of production: Power &Fuel Consumption :

Particulars 2017-2018 2016-2017
Electricity
a) Purchased Units (KWH) 287943 224380
Total Amount (Rs.) 2156357 1665006
Rate/Unit (Rs./KWH) 7.49 7.42
Cost per Kg of Production (Rs.) 0.30 0.28
b) Own generation
(i) Through LDO/Diesel Generator Unit (Ltrs) 1380 2194
Cost of LDO/Diesal (Rs.) 87089 132335
Per Ltr Cost (Rs.) 63.11 60.33
Cost per Kg of Production (Rs.) 0.01 0.02
(ii) Through Fire Woods Unit (Kgs) 311620 275485
Cost of Fire woods (Rs.) 1181755 884455
Per Kgs. Cost (Rs.) 3.79 3.21
Cost per Kg of Production (Rs.) 0.17 0.15

 

For & On Behalf of the Board
Place : Ahmedabad Jagdish N. Patel
Dated : 14th AUGUST 2018 Chairman & Managing Director