The Members of
Shri Jagdamba Polymers Limited
Your directors are pleased to present Thirty Seven Annual Report along with theStandalone Audited Financial Statements of the Company for the financial year ended onMarch 31 2021.
The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act 2013read with Rule 7 of the (Companies Accounts) Rules 2014. The financial performance of theCompany for the financial year ended on 31st March 2021 are summarized below:-(Rs. In Lakhs)
|FINANCIAL RESULTS: ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Operational Income ||23855.83 ||19647.89 |
|Other Income ||818.54 ||152.85 |
|Profit before Interest Depreciation & Taxes ||6336.85 ||4145.06 |
|Less: || || |
|Finance Cost ||266.44 ||149.03 |
|Depreciation ||679.82 ||373.26 |
|Current Tax Provision ||1280.00 ||925.00 |
|Deferred Tax Provision ||19.95 ||(35.62) |
|Total ||2246.21 ||1411.67 |
|Net Profit after Tax ||4090.64 ||2733.39 |
|Other Comprehensive income net of tax ||(10.68) ||(62.95) |
|Total Comprehensive Income for the period ||4079.96 ||2670.44 |
During the year under review the revenue from operations grew by 24.61 % to Rs.24674.67 lakhs from Rs.19800.75 Lakhs in 2019-20. Net profit after tax increased by 49.65% Y-o-Y to Rs.4090.64 Lakhs from Rs.2733.39 in 2019-20. The Net profit margin as a %(Percentage) to total operating income during the current year is 16.57%.
The Board of Directors of your Company have decided not to transfer any amount for theyear under review to the General Reserves. The Profit after tax is transferred to otherequity.
During the year under the review the Directors have recommended a dividend of Rs.0.40/- (40%) per equity share on 8758000 Equity shares of Rs.1/- each fully paid up forthe financial year ended on March 31 2021 amounting to Rs. 35.03 lakhs.
The dividend if declared by the members at the ensuring 37th Annual General Meeting(AGM) will be paid to those shareholders whose name stand registered in the Register ofMembers on September 17 2021. In respect of the shares held in dematerialized it will bepaid to the members are furnished by the National Securities Depositories Limited (NSDL)and Central Depository Services Limited (CDSL) as beneficial owners.
During the year the unclaimed dividend pertaining to the dividend for the financialyear ended on March 31 2013 was transferred to Investor Education and Protection Fund(IEPF).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:
There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of the Report.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company.
As on date of the Report the Authorized Capital of the Company was Rs. 100000000/-(Rupees Ten Crore only) divided into 100000000 (Ten Crore) Equity Shares of Rs. 1/-each and the issued subscribed and paid-up share capital of the Company was Rs. 8758000 (Rupees Eighty Seven Lakhs Fifty Eighty Thousand only) divided into 8758000 (EightySeven Lakhs Fifty Eight Thousand only) Equity Shares of Rs. 1/- each.
There was no change in the Capital Structure of the Company during the Financial Yearunder review.
As required under Section 134(3)(a) of the Companies Act 2013 the Annual Return forthe Financial Year 2020-2021 is put up on Companys Website and can be accessed atwww.shrijagdamba.com
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended (the Listing Regulations) T he Management Discussion and AnalysisReport is attached herewith as
Pursuant to provisions of Section 139 of the Companies Act read with the Companies(Audit & Auditors) Rules 2014 M/s Jaymin D. Shah & Co. Chartered Accountantsreappointed as Statutory Auditors of the Company to hold office from the conclusion of35th Annual General Meeting until the conclusion of 40th Annual General Meeting. TheStatutory Auditors have confirmed that they are not disqualified from continuing asAuditors of the Company.
The Report given by M/s Jaymin D. Shah & Co. Chartered Accountants for theFinancial Year 2020-2021 forms part of the Annual Report. The Notes on FinancialStatements referred to in the Auditors Report are self-explanatory and do not callfor any further comments. There are no audit qualifications reservations or adverseremarks from the Statutory Auditors during the year under review.
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. G R Shah& Associates Practicing Company Secretaries to undertake Secretarial Audit of theCompany for the financial year ended on March 31 2021. The Secretarial Audit Report isattached herewith as Annexure B
The Company is committed to maintain the highest standards of corporate governance. TheCompany strives to achieve fairness for all stakeholders and to enhance long termShareholders value.
Pursuant to Regulations 15 of SEBI (LODR) Regulations 2015 Corporate Governanceprovisions as specified is not applicable to the Company since the paid up share capitalof the Company and the Net worth is below the threshold limits prescribed under SEBI(LODR).
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of section 135 of the Act and Rules made thereunder theBoard has constituted a CSR Committee under the Chairmanship of Mr. RamakantBhojnagarwala. The other members of the Committee are Mr. Vikas Agarwal and Mr. ShailAkhil Patel.
A CSR Policy has been framed and placed on the Companys websitewww.shrijagdamba.com Other details of the CSR activities as required under section 135 ofthe Act are given in the CSR Report as Annexure C.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure D.
RELATED PARTY TRANSACTION:
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arms length basis.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website atwww.shrijagdamba.com.
Disclosures of related party is given in the Annexure E and Disclosures oftransactions with related party are set out in the financial statements.
The Company in consultation with the Directors prepares and circulates a tentativeannual calendar for the meetings of the Board and Board Committees in order to facilitateand assist the Directors to plan their schedules for the meetings. During the year theBoard of Directors met 08 times on May 03 2020 June 27 2020 August 20 2020 September082020 September 252020 November 12 2020January 25 2021 and February 05 2021.
As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non-Independent Directors was held on August 20 2020to discuss the agenda items as required under the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The independent directors reviewed the performance of non-independent directors andthe Board as whole reviewed the performance of the chairperson of the company taking intoaccount the views of executive and non-executive directors and assessed the qualityquantity and timeliness flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.
a) Audit Committee
The Audit Committee is comprising of 3 (three) members composed of 2 IndependentDirectors and 1 Executive Director viz. Mr. Mahesh Gaurishanker Joshi Chairman of thecommittee and Mrs. Mudra Sachin Kansal and Mr. Ramakant Bhojnagarwala as the Member of thecommittee. During the year the audit committee met 4 times on June 27 2020 September 092020 November 12 2020 and January 25 2021 and all the Members are present in all themeetings. All the recommendations of the audit Committee were accepted by the Board ofDirectors.
b) Shareholders Committee
The Shareholders Committee is comprising of 3 (three) members composed of 2 IndependentDirectors and 1 Executive Director viz. Mr. Shail Akhil Patel Mrs. Mudra Sachin Kansaland Mr. Ramakant Bhojnagarwala as the member of the committee. During the year theShareholders committee met on July 09 2020 October 13 2020 and January 07 2021. Allthe Members are present in all the meetings. All the recommendations of the ShareholdersCommittee were accepted by the Board of Directors.
c) Nomination And Remuneration Committee
The Nomination and Remuneration is comprising of 3 (three) m embers composed of 3Independent Directors viz. Mr. Shail Akhil Patel Mrs. Mudra Sachin Kansal and Mr. MaheshGaurishanker Joshi. During the year the Nomination and Remuneration committee met onAugust 14 2020. All the recommendations of the Nomination and Remuneration Committee wereaccepted by the Board of Directors.
d) Corporate social Responsibility Committee:
The Corporate social Responsibility Committee is comprising of 3 (three) members2Executive Director and 1 Independent Directors viz. Mr. Ramakant Bhojnagarwala [Chairman]Mr. Vikas Agarwal and Mr. Shail Akhil Patel as the member of the committee. During theyear the corporate social Responsibility Committee met on September 18 2020 December 282020 and March 23 2021. All the recommendations of the Nomination and RemunerationCommittee were accepted by the Board of Directors.
BOARD OF DIRECTORS:
As on March 31 2021 strength of the Board of Directors is 6 (Six).
The names and categories of the Directors on the Board their attendance at BoardMeetings held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other public companies as on March 31 2021are given hereinbelow:
|Sr. No. Name of Directors ||Designation ||Board Meeting Attende d ||Attendance at Last AGM ||No. of Directorships in the other public Companies ||No. of Committee Positions held in listed entities including this listed entity |
| || || || || ||Chairman ||Member |
|1. Ramakant Bhojnagarwala ||Chairman cum Managing Director ||8 ||Yes ||- ||1 ||2 |
|2. Kiranbhai Bhailalbhai Patel ||Whole time Director ||8 ||Yes ||- ||- ||- |
|3 Vikas Srikishan Agarwal ||Non -Independent and Executive Director ||8 ||Yes ||- ||- ||1 |
|4 Shail Akhil Patel ||Independent and Non Executive Director ||8 ||Yes ||- ||2 ||1 |
|5. Mudra Sachin Kansal ||Independent and Non Executive Director ||8 ||Yes ||- ||- ||3 |
|6. Mahesh Gaurishanker Joshi ||Independent and Non Executive Director ||8 ||Yes ||- ||1 ||1 |
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
a) APPOINTMENT/ RE-APPOINTMENT:
During the year under review the Company has not appointed any new director on itsBoard.
During the year under review there is no cessation of director from the Board.
c) RETIREMENT BY ROTATION:
In accordance with the provisions of section 152(6) of the Act Mr. Vikas SrikishanAgarwal Executive Director (DIN 03585140) will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board recommendshis reappointment.
d) DECLARATION OF INDEPENDENCE:
The Company has received declarations of independence as stipulated under section149(7) of the Act and regulation 16(b) of the Listing Regulations from the IndependentDirectors confirming that they are not disqualified from continuing as the IndependentDirectors
e) PROFILE OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:
As required under regulation 36(3) of the Listing Regulations particulars of theDirectors seeking appointment / reappointment at the ensuing Annual General Meeting areannexed to the notice convening Thirty Seven Annual General Meeting.
f) KEY MANAGERIAL PERSONNEL:
The following persons are the Key Managerial Personnel (KMP):
Mr. Ramakant Bhojnagarwala Chairman cum Managing Director
Mr. Kiran Bhailalbhai Patel Whole Time Director
Mr. Anil Parmar Chief Financial Officer
Mr. Kunjal Soni Company Secretary
Pursuant to the provisions of the Act and the Rules made thereunder and as providedunder Schedule IV of the Act and the Listing Regulations the Nomination and RemunerationCommittee / Board has carried out the annual performance evaluation of itself theDirectors individually as well as the evaluation of its committees.
NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendations of the Nomination and Remuneration Committee(NRC) framed a Policy on selection and appointment of Director(s) Senior ManagementPersonnel and their remuneration. The Remuneration Policy is stated on website of theCompany i.e. www.shrijagdamba.com.
During the year your Company does not hold/ has not accepted any deposits within themeaning of Chapter V of the Companies Act 2013 and the rules made there under.
The Companys plant properties equipment and stocks are adequately insuredagainst all major risks.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:
The balances of monies accepted by the Company from Directors / relatives of Directorsat the beginning of the year were 9.87 Lakh and at the close of year was Rs. 18.12 Lakh.Declaration from the directors while taking loan as per section 173 has been taken by thecompany.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Particulars of investments made during the year under review are as mentioned in theStandalone Financial Statement (Please refer Note 3 of Financial Statement).Company hasnot advanced any loan provided any guarantee and security under Section 186 of theCompanies Act 2013 during the year under review..
BUSINESS CONDUCT POLICY:
The Company has framed Business Conduct Policy. Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory Demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the Demat activation number allotted to the Company is ISIN:INE564J01026. Presently shares are held in electronic and physical mode.
The Board of Directors has appointed Ms. Anusha Maheshwary Chartered Accountant as anInternal Auditors of the Company. The Internal Auditor directly report to audit committee.The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives.
The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 toBSE Limited where the Companys Shares are listed.
In terms of Section 148 of the Companies Act 2013 the Company is not required tomaintain cost records.
BUSINESS RESPONSIBILITY REPORT:
Pursuant to Regulation 34(2)(f) of the Listing Regulations as amended from time totime the Business Responsibility Report is to be given by listed companies based onmarket capitalization therefore the same is not applicable to the Company as on March 312021.
INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the companies (Accounts) Rule 2015 is given below:
Conservation of energy:
|Power & Fuel Consumption: ||Current Year ||Previous Year |
|Electricity: ||2020-21 ||2019-20 |
|i) Purchased: || || |
|(a) Units (in Lakhs) ||138.62 ||102.98 |
|(b) Amount ( Rs. in Lakhs) ||821.06 ||462.20 |
|(c) Units/per liter of Diesel Oil ||N.A. ||N.A. |
|(d) Cost per unit ( Rs.) ||5.92 ||4.49 |
|ii) Own Generation: || || |
|(a) Units (in Lakhs) ||0.23 ||0.13 |
|(b) Amount ( Rs. in Lakhs) ||18.54 ||3.48 |
|(c) Units/per liter of Diesel Oil ||2.91 ||3.20 |
|(d) Cost per unit ( Rs.) ||26.53 ||21.48 |
|iii) Windmill Turbine: || || |
|(a) Units (in Lakhs) ||34.30 ||48.71 |
|(b) Amount ( Rs.in Lakhs) ||Nil ||Nil |
Steps taken or impact on conservation of energy.
In line with the Companys commitment towards conservation of energy all unitscontinue with their efforts aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption. Some of the measures taken by theCompany in this direction at its units located at areas under:
a. Additional capacitor banks have been installed.
b. We have made optimum use of electrical motors and day light resources at plant.
c. Installation of LEDs at several locations.
d. Captive use through Installation of windmill Turbine.
e. Installation of Solar Power Penal.
The steps taken by the company for utilising alternate sources of energy:
The company had installed windmill Turbine & Solar Power Panel System which reducescost of power and fuel the same is owned by the company.
The Capital investment on energy conservation equipment:
A. Technology absorption:
1. Efforts in brief made towards technology absorption adaptation &innovation: Efforts are made to improve the various production processes and Company hadEstablishment of Virtual simulation and durability testing for new product and processinitiatives.
2. Benefits derived as a result of above efforts:
With the measure adopted by the company there is substantial saving in energyconsumption thereby reduction in cost of production.
3. Technology imported: NIL
4. Expenditure incurred on Research and Development:
During the year under review Company has not incurred any Expenditure on Research andDevelopment.
B. Research & development:
The Company has no specific Research & Development Department. However the Companyhas quality control department to check the quality of products manufactured. The Companyholds certification of ISO 9001:2015 which applies quality system with in line andstandards as prescribed.
C. Foreign exchange earnings and expenditure:
The details of foreign exchange earnings and outgo are disclosed under Note 36 of theNotes to financial statements for the year 2020-21.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has Internal Control Systems commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliances withoperating systems accounting procedures and policies within the Company. Based on thereport of internal audit function process owner undertake the corrective action in theirrespective areas and thereby strengthen the internal controls. Significant observationsand corrective actions thereon are presented to the Audit Committee from time to time
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. The Risk Management Policy is also available on the Company`s website i.e.www.shrijagdamba.com.
CODE OF CONDUCT / INSIDER TRADING CODE:
The company has structured a code of conduct to Regulate Monitor and Report trading byinsider including Specified person and designated person. Insider trading is dealing insecurities of a Company by its Directors employees or other insiders based on unpublishedPrice Sensitive Information not generally available to others. This practice adverselyaffects the confidence of the investors about the integrity of the management and promotesunhealthy practices in the capital market. Hence the Company has modified and revised thepolicy as on 31st March 2019 and made effective from 1st April 2019. The Policy is alsoavailable on the Company`s website i.e. www.shrijagdamba.com.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
- Reporting of frauds:
There was no instance of fraud during the Financial Year under review which requiredthe Statutory Auditors to report to the Audit Committee and / or Board under Section143(12) of the Companies Act 2013 and Rules framed thereunder.
- Vigil Mechanism / Whistle Blower Policy:
The Company has established Vigil Mechanism and framed Whistle Blower Policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Companys Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company www.shrijagdamba.com As required underSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 the Company hasamended the Whistle Blower Policy to enable the employees to report instances of leakageof unpublished price sensitive information.
- Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.
The Company always endeavors to create and provide conducive work environment that isfree from discrimination and harassment including sexual harassment. The Company has inplace a robust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.
During the Financial Year ended on March 31 2021 the Company has not received anycomplaint of sexual harassment
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review the Company has complied with the applicable SecretarialStandards i.e. SS-1 and SS-2 relating to Meetings of the Board of Directorsand General Meetings respectively issued by The Institute of CompanySecretaries of India.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134(3) (c) of the Act and to the best of their knowledge andbelief and according to the information and explanations provided to them your Directorshereby make the following statements:
- that in preparation of the Financial Statements the applicable accounting standardshave been followed along with proper explanation relating to material departures if any
- that such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2021 and of the profit of theCompany for the year ended on that date
- that proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for prevention and detection of fraud and other irregularities
- that the Financial Statements have been prepared on a going concern basis
- that proper internal financial controls were in place and that the financial controlswere adequate and operating effectively and
- that the systems to ensure compliance with the provisions of all applicable laws werein place and adequate and operating effectively
- Your Directors state that the Company has made disclosures in this report forthe items prescribed in section 134(3) of the Act read with Rule 8(3) of The Companies(Accounts) Rules 2014 to the extent the transactions took place on those items during theyear.
- There are no material changes and commitments affecting the financial positionof the Company between the end of the financial year and the date of this report.
- Your Directors place on record their sincere appreciation for the continuedco-operation and support extended to the Company by the Banks. Your Directors also thankthe Trade and Consumers for their patronage to the Companys products. Your Directorsalso place on record sincere appreciation of the continued hard work put in by theemployees at all levels. Your Directors also thank the Companys vendors investorsbusiness associates Stock Exchanges Government of India State Government and variousdepartments and statutory and government agencies or bodies for their support andco-operation.
| ||By order of the Board of Directors of |
| ||Shri Jagdamba Polymers Limited |
| ||Sd/- |
|Place: Ahmedabad ||Ramakant Bhojnagarwala |
|Date: 27/08/2021 ||(Chairman cum Managing Director) |