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Shri Jagdamba Polymers Ltd.

BSE: 512453 Sector: Industrials
NSE: N.A. ISIN Code: INE564J01026
BSE 00:00 | 11 May 655.25 59.55






NSE 05:30 | 01 Jan Shri Jagdamba Polymers Ltd
OPEN 619.90
52-Week high 756.30
52-Week low 137.75
P/E 16.67
Mkt Cap.(Rs cr) 577
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 619.90
CLOSE 595.70
52-Week high 756.30
52-Week low 137.75
P/E 16.67
Mkt Cap.(Rs cr) 577
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Jagdamba Polymers Ltd. (SHJAGDAMBAPOL) - Director Report

Company director report


The Members of Shri Jagdamba Polymers Limited


Your directors are pleased to present Thirty Fifth Annual Report along with theStandalone Audited Financial Statements of the Company for the financial year ended onMarch 31 2019.


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 2019 are summarized below:-

(Rs. In Lakhs)
FINANCIAL RESULTS: Year Ended 31.03.2019 Year Ended 31.03.2018
Operational Income 18977.23 17911.74
Other Income 76.85 40.31
Profit before Interest Depreciation & Taxes 3456.62 2903.79
Less :
Finance Cost 102.75 188.80
Depreciation 370.30 352.38
Current Tax Provision 845.00 764.00
Deferred Tax Provision (48.21) (48.60)
Total 1269.84 1256.58
Net Profit after Tax 2186.79 1647.21
Add: Balance of profit brought forward from previous year 3637.01 2500.37
Balance Profit available for appropriation 5823.80 4147.58
Less : (1) Proposed Dividend 17.52 8.76
(2) Prov. For Tax on Dividend 3.60 1.80
5802.68 4137.02
Less: Transferred to General Reserve 500.00 500.00
Balance carried to Balance Sheet 5302.68 3637.02


During the year under review the revenue from operations grew by 6.14 % to Rs.19054.08lakhs from Rs.17952.05 Lakhs in 2017-18. Net profit after tax increased by 32.75 % y-o-yto Rs.2186.79 Lakhs. The Net profit margin as a % (Percentage) to total operating incomeduring the current year is 11.52%.


During the year under the review the Directors have recommended a dividend ofRs.0.20/- (20%) per equity share on 8758000

Equity shares of Rs.1/- each fully paid up for the financial year ended on March 312019 amounting to Rs.21.12 lakhs (inclusive of dividend distribution tax). The dividendif declared by the members at the ensuring 35th Annual General Meeting (AGM) will be paidto those shareholders whose name stand registered in the Register of Members on September21 2019. In respect of the shares held in dematerialized it will be paid to the membersare furnished by the National Securities Depositories Limited (NSDL) and CentralDepository Services Limited(CDSL) as beneficial owners. During the year the unclaimeddividend pertaining to the dividend for the financial year ended on March 312011 wastransferred to Investor Education and Protection Fund(IEPF).


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.


The Company has not accepted any fixed deposit and hence no amount of principal orinterest was outstanding as of the Balance Sheet date.


The Company's plant properties equipment and stocks are adequately insured againstall major risks.


Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended ("the Listing Regulations")The Management Discussion and AnalysisReport is attached herewith as Annexure "A".

PARTICULARS of Loans Guarantees and Investments:

The Company has not given any loan/guarantee or provided any Security or made anyinvestment to any person (except those required for business purpose).


a) 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 re-appointment.

b) Change in Directors:

The terms of appointment of Chairman and Managing Director Mr. Ramakant Bhojnagarwalawill be expired as on September 302019 and the Board recommends his re-appointment asChairman and Managing Director of the Company for the period of Three years from October12019. Based on the recommendation of Nomination and Remuneration Committee Mr. ShailAkhil Patel (DIN: 08427908) was appointed as the Additional Independent Director of theCompany by the Board of Directors on April 25 2019. In terms of Section 161 of the Act hehold office upto the date of ensuing AGM. The Board recommends the resolution in relationto the appointment of Mr. Shail Akhil Patel as Independent Director for a first time offive conclusive years commencing from April 252019 to April 242024 for the approval bythe members of the Company.

Mrs. Mudra Sachin Kansal (DIN: 06904735) whose present term of office as anIndependent Director expired on June 27 2019 and is eligible for reappointment foranother term of Five conclusive years subject to approval by members by Specialresolution. Based on the performance evaluation of Independent Directors Nomination andRemuneration Committee had recommended and the Board of Directors have approved hisre-appointment as an Independent Director for a second term of Five conclusive yearscommencing from June 27 2019 subject to the approval of shareholders.

The Company has received requisite notice from members under section 160 of theCompanies Act 2013 in respect of all the aforesaid Directors proposing their candidaturefor the office of the Director. The resolution for the appointment / re-appointment ofaforementioned Directors along with their Brief Profile forms part of the Notice of the35th AGM and the respective resolutions are recommended for approval of members.

c) Cessation of Director

Mr. Ashish Ashokkumar Bhaiya (DIN: 00037288) Independent director of the company hasvacant his office upon Completion of their tenure as on 31st March 2019.

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 Fifth 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

g) Board Evaluation:

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

h) 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.


In terms of section 134(3)(c) of the Act and to the best of their knowledge and beliefand according to the information and explanations provided to them your Directors herebymake 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 2019 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


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 meet 08 times on May 2 2018 May 29 2018. July 26 2018 July 292018 August 13 2018 November 14 2018 February 14 2019 and March 30 2019 and the gapbetween two meetings did not exceed one hundred and twenty days.

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 13 2018to 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.

Committee Meetings:

a) Audit Committee

The Audit Committee is comprising of 3 (three) members composed of 2 IndependentDirectors and 1 Executive Director viz. Mr. Ashish Ashokkumar Bhaiya 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 May 29 2018 August 132018 November 14 2018 and February 14 2019 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. Ashish Ashokkumar Bhaiya [Chairman] Mrs.Mudra Sachin Kansal Mr. Ramakant Bhojnagarwala as the member of the committee. During theyear the Shareholders committee met on April 16 2018 July 05 2018 October 04 2018and January 02 2019. All the Members are present in all the meetings. All therecommendations of the Shareholders Committee were accepted by the Board of Directors.

c) Nomination And Remuneration Committee

The Nomination and Remuneration is comprising of 3 (three) members composed of 3Independent Directors viz. Mr. Ashish Ashokkumar Bhaiya [Chairman] Mrs. Mudra SachinKansal and Mr. Mahesh Gaurishanker Joshi. During the year the Nomination and Remunerationcommittee met on June 29 2018 and March 30 2019.All the recommendations of theNomination and Remuneration Committee were accepted by the Board of Directors.

d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee is comprising of 3 (three) members 2Executive Director and 1 Independent Directors viz. Mr. Ramakant Bhojnagarwala [Chairman]Mr. Vikas Agarwal and Mr. Ashish Ashokkumar Bhaiya as the member of the committee. Duringthe year the Corporate social Responsibility Committee met onMay 2 2018.All therecommendations of the Nomination and Remuneration Committee were accepted by the Board ofDirectors.


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).


In accordance with the provision of Section 139 of the Companies Act 2013 the AuditorM/s Loonia & Associates Chartered Accountants Ahmedabad hold office upto theconclusion of 35th Annual General Meeting. The Company has received a letter from a memberof the Company proposing the name M/s Jaymin D. Shah &Co. Chartered Accountants as aStatutory Auditor of the Company. The Board proposed his appointment as Statutory Auditorfor the term of Five year i.e. from Conclusion of 35 Annual General Meeting of the companyupto the 40 Annual General Meeting of the Company.

M/s Jaymin D. Shah & Co. have furnished a declaration confirming theirindependence as well as their arm's length relationship with the Company and that theyhave not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditor's Report for the Financial Year endedon March 31 2019 and the observations and comments appearing in the report areself-explanatory and do not call for any further explanation / clarification by the Boardin their Report as provided under section 134 of the Act.


Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Jalan Alkesh& Associates Practicing Company Secretaries to undertake Secretarial Audit of theCompany for the financial year ended on March 31 2019. The Secretarial Audit Report isattached herewith as Annexure "B"


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 Directors"and "General Meetings" respectively issued by The Institute of CompanySecretaries of India.

Corporate Social Responsibility Committee

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. Ramakant Bhojnagarwala. The other members of the Committee are Mr. Vikas Agarwal and Mr. Ashish AshokkumarBhaiya. A CSR Policy has been framed and placed on the Company's Other details of the CSR activities as required under section 135 ofthe Act are given in the CSR Report as Annexure "C".


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.


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


The Company has designed and implemented a process driven framework for InternalFinancial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of theAct. For the year ended on March 31 2019 the Board is of the opinion that the Companyhas sound IFC commensurate with the size scale and complexity of its business operations.The IFC operates effectively and no material weakness exists. The Company has a process inplace to continuously monitor the same and identify gaps if any and implemented new and/ or improved controls whenever the effect of such gaps would have a material effect onthe Company's operations.


- 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 Company's Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company 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 2019 the Company has not received anycomplaint of sexual harassment.


As per the provisions of section 92(3) of the Act an extract of the Annual Return inthe prescribed Form No. MGT 9 is provided as Annexure "D"


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 "E".


All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at www.shrijagdamba.comDisclosures of related party is given in the Annexure "F" and Disclosures oftransactions with related party are set out in the financial statements.


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: 2018-19 2017-18
i) Purchased:
(a) Units 10705760 10628548
(b) Amount ( Lakhs) 453.19 453.39
(c) Units/per liter of Diesel Oil N.A. N.A.
(d) Cost per unit (Rs.) 4.23 4.26
ii) Own Generation:
(a) Units 22653 16096
(b) Amount ( Lakhs) 4.58 3.70
(c) Units/per liter of Diesel Oil 3.80 2.76
(d) Cost per unit (Rs.) 19.08 23.00
iii) Windmill Turbine:
(a) Units 4882876 4768413
(b) Amount ( Lakhs) Nil Nil

Steps taken or impact on conservation of energy.

In line with the Company's 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.

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:

During the year under review Company has not incurred any capital expenditure onenergy conservation.

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.


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.


The details of foreign exchange earnings and outgo are disclosed under Note 35 of theNotes to financial statements for the year 2018-19.


Your Directors state that the Company has made disclosures in this report for the itemsprescribed 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 the year.There are no material changes and commitments affecting the financial position of theCompany 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 Company's products. Your Directors alsoplace on record sincere appreciation of the continued hard work put in by the employees atall levels. Your Directors also thank the Company's vendors investors businessassociates Stock Exchanges Government of India State Government and various departmentsand statutory and government agencies or bodies for their support and co-operation.

By order of the Board of Directors of
Shri Jagdamba Polymers Limited
Place: Ahmedabad Ramakant Bhojnagarwalla
Date: 27/05/2019 (Chairman cum Managing Director)

Annexure - E

Disclosure under Section 197 (12) and Rule 5 (1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014

1. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year ended 31st March 2019

Name of the Director Remuneration per annum Median Remuneration per annum Ratio
(Amount in Lakhs) (Amount in Lakhs)
1 Mr. Ramakant Bhojnagarwala 84.00 1.20 70
2 Mr. Kiranbhai Bhailalbhai Patel 36.18 1.20 30
3 Mr. Vikas Srikishan Agarwal 24.18 1.20 20
4 Mr. Mahesh Gaurishanker Joshi - - N.A.
5 Mr. Ashish A Bhaiya - - N.A.
6 Mrs. Mudra Kansal - - N.A.

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year 2018-19compared to 2017 -18 means part of the year

Name Designation Cost to Company (Amount In Lakhs) % increase in remuneration
1 Ramakant Bhojnagarwala Managing Director 84.00 10.52 %
2 Kiran Bhailalbhai Patel Whole Time Director 36.18 -
3 Vikas Agarwal Director 24.18 -
4 Anil Parmar Chief Financial Officer 5.72 16.97%
5 Kunjal Soni Company Secretary 2.61 10.20%

3. Percentage increase in median remuneration of employees in the financial year around8%

4. The number of permanent employees on the rolls of the company as on 31st March 2019- 775

5. Average increase of 8.50% in the remuneration of employees is in line with thecurrent year's performance market dynamics and as a measure to motivate the employees forbetter future performance to achieve organization's growth expectations.

6. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 it is affirmed that the remuneration paid to theDirectors Key Managerial Personnel and senior management is as per the RemunerationPolicy of your Company

By order of the Board of Directors of Shri Jagdamba Polymers Limited
Place: Ahmedabad Ramakant Bhojnagarwalla
Date: 27/05/2019 (Chairman cum Managing Director)

Annexure - F


(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Sr. No. Particulars Details of transactions
a) Name(s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction No transactions / contracts were entered which were not at arm's length.
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date(s) of approval by the Board
g) Amount paid as advances if any :
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at Arm's length basis.

Sr. No. Particulars Details of transactions*
a) Name(s) of the related party & nature of relationship The Company has entered into transaction with
- M/s. Shakti Polyweave Private Limited (A Private Company in which Mr. Ramakant Bhojnagarwala is interested directly or indirectly)
- M/s. Shri Techtex Private Limited (A Private Company in which Mr. Ramakant Bhojnagarwala and Mr. Kiranbhai Bhailalbhai Patel
Mr. Vikas Agarwal are interested directly or indirectly)
b) Nature of contracts Transaction for availing job work / rendering job work / sale of fixed assets
c) Duration of the contracts Not Applicable
d) Salient terms of the contracts or arrangements or transaction including the value if any : To supply / purchase the goods / fixed assets required on need basis at arm's length. The price is determined as per the prevailing market rate.
The value of the transactions entered with the related parties are provided in the note no.35 of the Balance Sheet of the Company.
e) Date of approval by the Board if any : Not Applicable
f) Amount paid as advances if any : Nil


By order of the Board of Directors of
Shri Jagdamba Polymers Limited
Place: Ahmedabad Ramakant Bhojnagarwalla
Date: 27/05/2019 (Chairman cum Managing Director)