Shri Jagdamba Polymers Ltd Directors Report.

To,

The Members of

Shri Jagdamba Polymers Limited Ahmedabad

Your directors are pleased to present Thirty Sixth Annual Report along with the Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2020.

FINANCIAL RESULTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on 31st March 2020 are summarized below:-

(Rs.In Lakhs)

FINANCIAL RESULTS: Year Ended 31.03.2020 Year Ended 31.03.2019
Operational Income 20903.06 18977.23
Other Income 150.69 76.85
Profit before Interest, Depreciation & Taxes 4145.06 3456.65
Less:
Finance Cost 149.03 102.76
Depreciation 373.26 370.30
Current Tax Provision 925.00 845.00
Deferred Tax Provision (35.63) (48.21)
Total 1411.66 1269.85
Net Profit after Tax 2733.40 2186.80
Other Comprehensive income net of tax (62.95) -
Add: Balance of profit brought forward from previous year 5302.69 3637.01
Balance Profit available for Appropriation 7973.14 5823.81
Less: (1) Proposed Dividend - 17.52
(2) Prov. Of Tax for the Proposed Dividend - 3.60
Less: Transfer to General Reserve - 500
Balance Carried to Balance Sheet 7973.14 5302.69

OPERATIONS:

During the year under review, the revenue from operations grew by 10.49 % to Rs.21053.75 lakhs from Rs.19054.08 Lakhs in 2018-19. Net profit after tax increased by 24.99 % y-o-y to Rs.2733.40 Lakhs. The Net profit margin as a % (Percentage) to total operating income during the current year is 12.78%.

RESERVE:

The Board of Directors of your Company have decided not to transfer any amount for the year under review to the General Reserves. The Profit after tax is transferred to other equity.

DIVIDEND:

During the year under the review, the Directors have recommended a dividend of Rs. 0.25/- (25%) per equity share on 87,58,000 Equity shares of Rs.1/- each fully paid up for the financial year ended on March 31, 2020 amounting to Rs. 21.89 lakhs.

The dividend, if declared by the members at the ensuring 36th Annual General Meeting (AGM) will be paid to those shareholders, whose name stand registered in the Register of Members on September 19, 2020. In respect of the shares held in dematerialized it will be paid 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 financial year ended on March 31, 2012 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 of your Company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

CAPITAL STRUCTURE:

As on date of the Report , the Authorized Capital of the Company was Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 1/- each and the issued, subscribed and paid-up share capital of the Company was Rs. 87,58, 000 (Rupees eighty seven lacs Fifty Eighty thousand only) divided into 87,58,000 (Eighty seven lacs Fifty eight thousand only) Equity Shares of Rs. 1/- each.

There was no change in the Capital Structure of the Company during the Financial Year under review.

ANNUAL RETURN:

As required under Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the Financial Year 2019-2020 is put up on Companys Website and can be accessed at www.shrijagdamba.com

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance. The Company strives to achieve fairness for all stakeholders and to enhance long term Shareholders value.

Pursuant to Regulations 15 of SEBI (LODR) Regulations, 2015, Corporate Governance provisions as specified is not applicable to the Company, since the paid up share capital of 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, the Board has constituted a CSR Committee under the Chairmanship of Mr. Ramakant Bhojnagarwala. The other members of the Committee are Mr. Vikas Agarwal and Mr. Shail Akhil Patel.

A CSR Policy has been framed and placed on the Companys website www.shrijagdamba.com Other details of the CSR activities, as required under section 135 of the Act, are given in the CSR Report as Annexure “D”.

BOARD MEETINGS:

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings. During the year the Board of Directors met 08 times on April 25, 2019, May 27, 2019, August 13, 2019, September 03,2019, September 12,2019, November 11, 2019, February 11, 2020 and March 05, 2020 and the gap between two meetings did not exceed one hundred and twenty days.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on August 13, 2019 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The independent directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the chairperson of the company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

Committee Meetings:

a) Audit Committee

The Audit Committee is comprising of 3 (three) members composed of 2 Independent Directors and 1 Executive Director viz. Mr. Maheshkumar Gaurishanker Joshi, Chairman of the committee and Mrs. Mudra Sachin Kansal and Mr. Ramakant Bhojnagarwala as the Member of the committee. During the year the audit committee met 4 times on May 27, 2019, August 13, 2019, November 11, 2019 and February 11, 2020 and all the Members are present in all the meetings. All the recommendations of the audit Committee were accepted by the Board of Directors.

b) Shareholders Committee

The Shareholders Committee is comprising of 3 (three) members composed of 2 Independent Directors and 1 Executive Director viz. Mr. Shail Akhil Patel , Mrs. Mudra Sachin Kansal and Mr. Ramakant Bhojnagarwala as the member of the committee. During the year the Shareholders committee met on April 05, 2019, July 03, 2019, October 11, 2019, and January 03, 2020. All the Members are present in all the meetings. All the recommendations 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 3 Independent Directors viz. Mr. Shail Akhil Patel, Mrs. Mudra Sachin Kansal and Mr. Mahesh Gaurishanker Joshi. During the year the Nomination and Remuneration committee met on April 05, 2019 and August 13, 2019. All the recommendations of the Nomination 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) members2 Executive 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 the year the Corporate social Responsibility Committee met on May 27, 2019.All the recommendations of the Nomination and Remuneration Committee were accepted by the Board of Directors.

BOARD OF DIRECTORS:

As on March 31, 2020 strength of the Board of Directors is 6 (Six).

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other public companies as on March 31, 2020 are given herein below:

Sr. No. Name of Directors Designation Board Meeting Attended 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 7 No - - 1
4 Shail Akhil Patel Independent and Non -Executive Director 7 Yes - 2 1
4. Mudra Kansal Independent and Non - Executive Director 8 No - - 3
5. Mahesh Gaurishanker Joshi Independent and Non - Executive Director 8 Yes - 1 1

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act, Mr. Vikas Srikishan Agarwal, Executive Director (DIN 03585140) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

b) Declaration of Independence:

The Company has received declarations of independence as stipulated under section 149(7) of the Act and regulation 16(b) of the Listing Regulations from the Independent Directors confirming that they are not disqualified from continuing as the Independent Directors

c) Profile of Directors seeking appointment / reappointment:

As required under regulation 36(3) of the Listing Regulations, particulars of the Directors seeking appointment / reappointment at the ensuing Annual General Meeting are annexed to the notice convening Thirty Sixth Annual General Meeting.

d) 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

e) Board Evaluation:

Pursuant to the provisions of the Act and the Rules made thereunder and as provided under Schedule IV of the Act and the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees.

f) 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 Management Personnel and their remuneration. The Remuneration Policy is stated on website of the Company i.e. www.shrijagdamba.com.

DEPOSIT:

During the year, your Company does not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

INSURANCE:

The Companys plant, properties, equipment and stocks are adequately insured against all major risks.

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in “ Annexure E”.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

• The Company has not given any loan/guarantee or provided any Security

• (except those required for business purpose).

• The company has made an investment in the section 8 Company formulated for charitable purpose.

RELATED PARTY TRANSACTION:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.shrijagdamba.com.

Disclosures of related party is given in the Annexure “F” and Disclosures of transactions with related party are set out in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“the Listing Regulations”), The Management Discussion and Analysis Report is attached herewith as Annexure “A”.

AUDITORS:

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 Accountants, reappointed as Statutory Auditors of the Company to hold office from the conclusion of 35th Annual General Meeting until the conclusion of 40th Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s Jaymin D. Shah & Co., Chartered Accountants for the Financial Year 2019-2020 forms part of the Annual Report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no audit qualifications, reservations or adverse remarks 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 and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Jalan Alkesh & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended on March 31, 2020. The Secretarial Audit Report is attached herewith as Annexure “B”

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of the companies (Accounts) Rule, 2015 is given below:

Conservation of energy:

Power & Fuel Consumption: Current Year Previous Year
Electricity: 2019-20 2018-19
i) Purchased:
(a) Units 10298457 10705760
(b) Amount ( Rs. in Lakhs) 462.20 453.19
(c) Units/per litre of Diesel Oil N.A. N.A.
(d) Cost per unit (Rs.) 4.49 4.23
ii) Own Generation:
(a) Units 13072 22653
(b) Amount ( Rs. in Lakhs) 3.48 4.58
(c) Units Generated in per litre of Diesel Oil 3.20 3.80
(d) Cost per unit (Rs.) 21.48 19.08
iii) Windmill Turbine:
(a) Units 4870949 4882876
(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 units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company 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 reduces cost 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 had Establishment of Virtual simulation and durability testing for new product and process initiatives.

2. Benefits derived as a result of above efforts:

With the measure adopted by the company, there is substantial saving in energy consumption 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 and Development.

B. RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development Department. However, the Company has quality control department to check the quality of products manufactured. The Company holds certification of ISO 9001:2015 which applies quality system with in line and standards as prescribed.

C. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

The details of foreign exchange earnings and outgo are disclosed under Note 35 of the Notes to financial statements for the year 2019-20.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. T he Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owner undertake the corrective action in their respective areas and thereby strengthen the internal controls. Significant observations and 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 is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Risk Management Policy is also available on the Companys website i.e. www.shrijagdamba.com.

INSIDER TRADING CODE:

The company has structured a code of conduct to Regulate, Monitor and Report trading by insider including Specified person and designated person. Insider trading is dealing in securities of a Company by its Directors, employees or other insiders based on unpublished Price Sensitive Information not generally available to others. This practice adversely affects the confidence of the investors about the integrity of the management and promotes unhealthy practices in the capital market. Hence, the Company has modified and revised the policy as on 31st March 2019 and made effective from 1st April 2019. The Policy is also available on the Companys 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 required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(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 for Directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the Company www.shrijagdamba.com As required under SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has amended the Whistle Blower Policy to enable the employees to report instances of leakage of unpublished price sensitive information.

- Disclosure as per the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013: The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company always endeavors to create and provide conducive work environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year ended on March 31, 2020, the Company has not received any complaint of sexual harassment

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings“, respectively, issued by The Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 134(3) (c) of the Act and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

- that in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

- that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2020 and of the profit of the Company for the year ended on that date,

- that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 controls were adequate and operating effectively, and

- that the systems to ensure compliance with the provisions of all applicable laws were in place and adequate and operating effectively

GENERAL DISCLOSURE:

- Your Directors state that the Company has made disclosures in this report for the 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 the year.

- There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued cooperation and support extended to the Company by the Banks. Your Directors also thank the Trade and Consumers for their patronage to the Companys products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. Your Directors also thank the Companys vendors, investors, business associates, Stock Exchanges, Government of India, State Government and various departments and statutory and government agencies or bodies for their support and co-operation.

By order of the Board of Directors of
Shri Jagdamba Polymers Limited
Sd/-
Place: Ahmedabad Ramakant Bhojnagarwala
Date: 20/08/2020 (Chairman cum Managing Director)