Jaysynth Dyestuff (India) Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company for the financial year ended 31st March, 2019 are summarized below:

(Amt in Rs.)

Particulars

Standalone

Consolidated

FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Revenue From operations 1,18,27,95,087 1,17,65,40,395 1,21,04,31,703 1,18,02,57,957
Other Income 1,29,45,204 63,23,361 1,54,60,416 62,51,643
TOTAL REVENUE 1,19,57,40,291 1,18,28,63,756 1,22,58,92,119 1,18,65,09,600
Depreciation 2,01,26,391 1,99,42,919 2,01,54,720 1,99,74,608
Other Expenses 1,12,87,96,767 1,13,79,94,560 1,15,24,63,980 1,14,08,88,352
PROFIT BEFORE TAX 4,68,17,133 2,49,26,277 5,32,73,419 2,56,46,640
Deferred Tax (44,45,000) (5,42,000) (40,60,000) (1,89,000)
Current Tax 1,57,22,430 84,49,010 1,68,63,961 88,54,877
Tax Expenses related to prior year 2,36,729 22,554 2,36,729 22,554
PROFIT FOR THE YEAR 3,53,02,974 1,69,96,713 4,02,32,729 1,69,58,209
Other Comprehensive Income (Net) (15,11,750) 13,76,728 (18,19,174) 13,76,728
Total Comprehensive Income for the year 3,37,91,224 1,83,73,441 3,84,13,555 1,83,34,937

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.15 paise i.e 15% per equity share of the Company having face value Rs. 1/- each for the financial year 2018-19, subject to the approval of the Members at the 34th Annual General Meeting.

Dividend together with tax thereon for the financial year 2018-19 lead to cash out flow of Rs. 15.71 Lakhs (Rs. 13.03 Lakhs as dividend and Rs. 2.68 Lakhs will be paid as Dividend Distribution Tax). The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on Record Date i.e Wednesday, 11th September, 2019 and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

Your Company had declared dividend for the financial years 2013-14, 2014-15, 2015-16, 2016-17 and 2017-18 which is less than Seven (7) years, hence no amounts were required to be transferred to Investor Education and Protection Fund as on date. Further your Company has filed information relating to unclaimed and unpaid dividend erstwhile Form 5 INV and Form IEPF – 2 providing status of unpaid and unclaimed dividend. Detailed list of unpaid and unclaimed dividend can also be accessed on the website of the Company at http://jaysynth.com/UnclaimedDividenDetails.html

3. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND

To avoid risk of loss/interception of dividend warrants in postal transit and / or fraudulent encashment, Members are requested to avail of the National Electronic Clearing System facility for encashing dividend directly to their respective bank account. This also ensures faster and safe credit of dividend. Members holding shares in dematerialized form may note that the Bank Account Mandate registered against their respective Depository Participants will be used by the Company for payment of Dividend. Members who wish to change their Bank Account Mandate may advise their Depository Participants about such change. The Company or Registrar and Transfer Agent cannot act on any direct request from such Members for change/deletion of such Bank particulars.

Members holding shares in physical form are requested to send their National Electronic Clearing System (NECS) Mandate Form in the format available at the Companys website at www.jaysynth.com duly filled and thereafter send it to the Registrar and Transfer Agent of the Company i.e., Link Intime India Private Limited. In order to provide protection against fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to intimate the Company under the signature of the sole/first joint holder, the following information which will be used by the Company for dividend payments:

i. Name of Sole / First joint holder and Folio No.

ii. Particulars of Bank account viz:

• Name of the Bank

• Name of the Branch

• Bank account number allotted by the Bank

• Nine digits MICR code of the Bank

• Account type, whether Savings bank account (SB) or Current account (CA)

• Complete address of the Bank with Pin Code Number

• Cancelled cheque leaf of the aforesaid Bank Account

4. TRANSFER TO RESERVES

Your Company has transferred during the financial year ended 31st March, 2019, amount of Rs. 50 Lakhs as against Rs. 50 Lakhs in the financial year ended 31st March, 2018 to the General Reserves out of the profit available for appropriation.

5. STATE OF COMPANYS AFFAIRS

The Company products comprising Dyes, Pigments and Inks are colouring materials having its customer base in several industries such as Textile, Paints, Coatings, Plastic, Paper etc. These user industries will continue to grow because of growing population and increase in discretionary spending. Also growth of the Company is highly dependent on textile sector where many products of the Company find its application. During the year under review, the Company could not achieve desired growth in sales revenue in view of multiple challenges, but as compared to the previous year there was improvement in financial performance in terms of Operating profit. Operating profit, before other income, for the year under review was Rs. 522.49 Lakhs as compared to Rs. 426.94 Lakhs during the previous year.

6. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31st March, 2019, Revenue from Operations amounted to Rs. 11827.95 Lakhs as against Rs. 11765.40 Lakhs in the previous financial year ended 31st March, 2018. Profit after tax for the year under the review amounted to Rs. 353.03 Lakhs as against Rs. 169.97 Lakhs in the previous financial year ended 31st March, 2018.

b) Consolidated: For the financial year ended 31st March, 2019, Revenue from Operations amounted to Rs. 12104.32 Lakhs as against Rs. 11802.58 Lakhs in the previous financial year ended 31st March, 2018. Profit after tax for the year under the review amounted to Rs. 402.33 Lakhs as against Rs. 169.58 Lakhs in the previous financial year ended 31st March, 2018.

7. SHARE CAPITAL

The paid up equity share capital as on financial year ended 31st March, 2019 was 86,89,700 (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred Equity Shares) having face value of Rs. 1/- each amounting to Rs. 86,89,700/- (Rupees Eighty Six Lakhs Eighty Nine Thousand Seven Hundred only). During the financial year under the review the Company has not issued any shares.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and Jaysynth (Europe) Limited, Wholly Owned Subsidiary prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary and related detailed information will be kept at the Registered Office of the Company and will be available for inspection during business hours. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary are displayed on the website of the Company.

9. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year under review, there has been no change in the nature of the business of your Company.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) (vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Companys operations in future.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. There are control processes both manual and computerised, wherein transactions are approved and recorded. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

Your Company has an adequate internal control system in accordance to the size of the Company and nature of business for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely basis on various aspects and activities of the Company. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

13. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Directors performance, the performance of the Board, its Committees.

A structured questionnaire was prepared after taking into consideration inputs received from all the Directors, setting out parameters of evaluation and considering the Policy for determining qualifications, positive attributes and Independence of Director. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and also considered Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Board/ Committee structure and composition, frequency of Board Meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of boards competency, experience, contribution etc as additional parameters. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Director Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirements of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this report and is attached as ANNEXURE – I.

15. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on a Standalone basis. Further, during the financial year under the review, no Company has become or ceased to be subsidiary, joint venture or associate of your Company.

Your Company has one wholly owned subsidiary named Jaysynth (Europe) Limited, incorporated in United Kingdom, with an object to supply and meet the demands of United Kingdom and countries in European Union.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of your Company ‘s Wholly Owned Subsidiary in Form AOC – 1 is attached to the consolidated financial statements.

16. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from operations of the Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31st March, 2019 was . 17,93,861 as compared to .16,49,323 in the previous financial year ended 31st March, 2018. Net profit after tax for the financial year ended 31st March, 2019 was . 53,476 as against .18,148 in the previous financial year ended 31st March, 2018.

17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year under review were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the financial year under review that would require members approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence disclosure under Form AOC-2 is not applicable as required under the provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a material related party transactions Policy approved by the Board and is displayed on the Companys website at http://jaysynth.com/pdf/Policies/Policy_of_materialfirelated_party_ transaction.pdf

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 and Article 100 of the Articles of Association of the Company, Jyoti Nirav Kothari (DIN: 07143429), Non - Executive Director of the Company retires by rotation at the ensuing 34th Annual General Meeting, being eligible off ers herself for re-appointment.

Pooja Pradip Niphadkar tendered her resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f. 06th November, 2018. The vacancy caused by her resignation was filled by the appointment of Riddhi Manoj Patel w.e.f. 13th November, 2018.

Parag Sharadchandra Kothari (DIN: 00184852) had been appointed as Managing Director at 31st Annual General Meeting of the Company for period of Three (3) years w.e.f 01st June, 2016 to 31st May, 2019. Further the Board of Directors had vide Board Resolution passed on 13th November, 2014 had approved the appointment of Parag Sharadchandra Kothari as Chairman of the Board and General Meeting. On recommendation of the Nomination and Remuneration Committee and in accordance with the provision of the Companies Act, 2013 read with Rules made thereunder and pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 29th May, 2019 re-appointed Parag Sharadchandra Kothari (DIN: 00184852) as Managing Director of the Company for a period of Three (3) years w.e.f. 01st June, 2019, subject to the approval of the Members at the ensuing 34th Annual General Meeting of the Company.

On recommendation of the Nomination and Remuneration Committee and in accordance with the provision of the Companies Act, 2013 read with Rules made thereunder and pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 29th May, 2019 re-appointed Bhavesh Virsen Panjuani, Kulinkant Nathubhai Manek, Prakash Mahadeo Kale and Rajendra Maganlal Desai as Non-Executive Independent Directors of the CompanyforasecondtermofFive(5)consecutiveyearsw.e.f.19thSeptember,2019,subjecttotheapprovaloftheMembersattheensuing 34th Annual General Meeting of the Company.

19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Your Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Companies Act, 2013.

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as required under Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, forms part of this Report and is attached as ANNEXURE – II. Further, your Company has uploaded draft extract of Annual Return for the financial year ended 31st March, 2019 on the Companys website and the weblink of the same is http://www.jaysynth.com/pdf/ShareholderInformation/StatutoryInformation/Annual%20 Compliance/2018-19/Extract%20of%20Annual%20Return.pdf

21. POLICY ON REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors appointment and remuneration as required under Section 178(3) of the Companies Act, 2013, which has been uploaded on the Companys website and weblink of the same is http://www.jaysynth.com/ pdf/Policies/Remuneration%20Policy%20for%20Directors,%20Key%20Managerial%20Personnel%20and%20Other%20 Employees.pdf.

Further, the Companys Policy on Remuneration for the Directors, Key Managerial Personnel and Other Employees, forms part of this Report and is attached as ANNEXURE-III.

22. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board – During the financial year ended 31st March, 2019, Board of your Company met Four (4) times i.e on 29th May, 2018, 09th August, 2018, 13th November, 2018 and 13th February, 2019. The composition of your Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises of Seven (7) Directors viz; Parag Sharadchandra Kothari, Chairman and Managing Director, Bhavesh Virsen Panjuani – Non-Executive Independent Director, Jyoti Nirav Kothari – Non-Executive Director, Kulinkant Nathubhai Manek – Non-Executive Independent Director, Nikhil Sharadchandra Kothari – Non-Executive Director, Prakash Mahadeo Kale – Non-Executive Independent Director and Rajendra Maganlal Desai – Non-Executive Independent Director. The maximum interval between any two meetings did not exceed the statutory limit of 120 days.

b) Audit Committee –Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Bhavesh Virsen Panjuani – Non-Executive Independent Director, Kulinkant Nathubhai Manek – Non-Executive Independent Director, Parag Sharadchandra Kothari – Chairman and Managing Director and Rajendra Maganlal Desai - Non-Executive Independent Director.

c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is the Chairman of the Committee. The other members include Kulinkant Nathubhai Manek – Non-Executive Independent Director and Prakash Mahadeo Kale - Non-Executive Independent Director.

d) Stakeholders Relationship Committee – Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Nikhil Sharadchandra Kothari – Non-Executive Director and Parag Sharadchandra Kothari - Chairman and Managing Director.

e) Corporate Social Responsibility Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Parag Sharadchandra Kothari – Chairman and Managing Director and Rajendra Maganlal Desai – Non-Executive Independent Director.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the Directors during the financial year ended 31st March, 2019 are set out in the Corporate Governance Report, forms part of this Report and is attached as ANNEXURE – VII.

23. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Companies Act, 2013 ("the Act"), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Financial Statements for the financial year ended 31st March, 2019, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been followed alongwith proper explanations relating to material departures if any;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Financial Statements on a going concern basis;

e) They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31st March, 2019.

25. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of your Company have furnished requisite declaration that they meet the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Separate Meeting of Independent Directors was held on 18th March, 2019 and considered the following agenda at the meeting:

a) Review the performance of Non Independent Directors and the Board of Directors as a whole;

b) Review the performance of the Chairman, taking into account the views of the Non-Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

27. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION

The Company has in place the policy for determining the qualifications, positive attributes and independence of a Director, the said Policy forms part of this Report and is attached as ANNEXURE- III.

28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditors Report – The observations made in the Auditors Report of Hiren C. Sanghavi of M/s Hiren C. Sanghavi & Associates, Chartered Accountant read together with relevant notes thereon, are self explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditor in his report.

b) Secretarial Auditors Report – The Secretarial Auditors Report issued by M/s. KDT & Associates, Practicing Company Secretaries, for the financial year ended 31st March, 2019 does not contain any qualification, reservation, adverse remark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and is attached as ANNEXURE – IV.

c) Cost Audit Report - The Company is not required to conduct a Cost Audit hence there was no requirement to appoint Cost Auditor, hence there was no Cost Audit Report to note.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this Annual Report.

30. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Policy on prevention of Sexual Harassment as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

Number of Complaints pending at the beginning of the financial year 2018-19. NIL
Number of Complaints received during the financial year 2018-19. NIL
Number of Complaints disposed off during the financial year 2018-19. NIL
Number of Complaints pending at the end of the financial year 2018-19. NIL
Number of workshops conducted during the financial year 2018-19. 1

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Sexual_Harassment_Policy.pdf

31. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects of the work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. Company ensures compliances of regulatory requirements under environmental laws.

32. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Risk%20Management%20Policy.pdf

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the financial year ended 31st March, 2019, your Board has not noticed any elements of risks which may threaten the existence of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in the ideology of giving back to the society which helps it to generate revenues, Corporate Social Responsibility (CSR) activities are directed towards promotion of education and caring elderly bedridden senior citizens.

For the financial year ended 31st March, 2019, your Company has contributed Rs. 2.5 Lakhs towards CSR activities in accordance with the provisions of the Companies Act, 2013.

Detailed disclosure in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this report and is attached as ANNEXURE – V.

The Company has also displayed the CSR Policy adopted by your Board; the weblink of the same is http://jaysynth.com/pdf/Policies/CSR_Policy.pdf 34. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is forms part of this report and is attached as ANNEXURE – VI.

35. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance alongwith the Certificate from Auditor on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretary on Non-disqualification of Directors, forms part of this report and is attached as ANNEXURE – VII.

A declaration signed by the Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

36. AUDITORS

a) Internal Auditor – Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year ended 31st March, 2019. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before for the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed M/s KDT & Associates as a Secretarial Auditor, Practicing Company Secretaries for the financial year ended 31st March, 2019 to carry out the secretarial audit of the Company.

c) Statutory Auditor – Your Company had appointed Hiren C. Sanghavi of M/s. Hiren C. Sanghavi & Associates (Firm Registration Number: 112057W) as Statutory Auditor of the Company for the term of Five (5) years at the 32nd Annual General Meeting held on 29th August, 2017.

Vide notification dated 07th May, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in Notice of this 34th Annual General Meeting of the Company.

d) Cost Auditor – Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31st March, 2019 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

37. INSURANCE

All the assets of the Company are adequately insured.

38. VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has in place proper Vigil Mechanism incorporated in Whistle Blower Policy for Directors and Employees to report genuine concerns which encourages its employees who have concerns about suspected fraud or misconduct to come forward and express their concerns without inhibition of unfair treatment. Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policies. The Audit Committee of the Company oversees the vigil mechanism. The Whistle Blower Policy is displayed on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Whistle%20Blower%20Policy.pdf

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is required to annexe Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31st March 2019 forms part of this report and is attached as

ANNEXURE-VIII. 40. BOARD DIVERSITY

Your Company strongly believes having a diverse Board that enhances the quality of decisions. Directors from varied background, experience and expertise will assist the Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and weblink of the same is http://jaysynth.com/pdf/Policies/ Revised%20Board%20Diversity%20Policy.pdf

41. GREEN INITIATIVES Your Directors would like to draw your attention that as per Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

42. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

43. HUMAN RESOURCES

Employees are considered to be one of the most important assets and critical resources in the business which maximize the effectiveness of the Company. Human resources build the enterprise and create a sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. The Company makes continuous and consistent efforts to attract and retain best talent in the industry as employees are indispensable factor for growth of the Company.

44. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

45. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

46. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued co-operation and support received by the Company.

For and on behalf of the Board of Directors
Parag Sharadchandra Kothari
Place: Mumbai Chairman and Managing Director
Date: 29th May, 2019 DIN: 00184852