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The Members of Shri Jagdamba Polymers Limited
Your directors are pleased to present Thirty Fifth Annual Report along with the Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2019.
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 2019 are summarized below:-
|(Rs. In Lakhs)|
|FINANCIAL RESULTS:||Year Ended 31.03.2019||Year Ended 31.03.2018|
|Profit before Interest, Depreciation & Taxes||3456.62||2903.79|
|Current Tax Provision||845.00||764.00|
|Deferred Tax Provision||(48.21)||(48.60)|
|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|
|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.19054.08 lakhs from Rs.17952.05 Lakhs in 2017-18. Net profit after tax increased by 32.75 % y-o-y to Rs.2186.79 Lakhs. The Net profit margin as a % (Percentage) to total operating income during the current year is 11.52%.
During the year under the review, the Directors have recommended a dividend of Rs.0.20/- (20%) per equity share on 87,58,000
Equity shares of Rs.1/- each fully paid up for the financial year ended on March 31, 2019 amounting to Rs.21.12 lakhs (inclusive of dividend distribution tax). The dividend, if declared by the members at the ensuring 35th Annual General Meeting (AGM) will be paid to those shareholders, whose name stand registered in the Register of Members on September 21, 2019. 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 31,2011 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.
The Company has not accepted any fixed deposit and hence no amount of principal or interest was outstanding as of the Balance Sheet date.
The Companys plant, properties, equipment and stocks are adequately insured against all major risks.
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".
PARTICULARS of Loans, Guarantees and Investments:
The Company has not given any loan/guarantee or provided any Security or made any investment to any person (except those required for business purpose).
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) Change in Directors:
The terms of appointment of Chairman and Managing Director, Mr. Ramakant Bhojnagarwala will be expired as on September 30,2019 and the Board recommends his re-appointment as Chairman and Managing Director of the Company for the period of Three years from October 1,2019. Based on the recommendation of Nomination and Remuneration Committee, Mr. Shail Akhil Patel (DIN: 08427908) was appointed as the Additional Independent Director of the Company by the Board of Directors on April 25, 2019. In terms of Section 161 of the Act he hold office upto the date of ensuing AGM. The Board recommends the resolution in relation to the appointment of Mr. Shail Akhil Patel as Independent Director for a first time of five conclusive years commencing from April 25,2019 to April 24,2024 for the approval by the members of the Company.
Mrs. Mudra Sachin Kansal (DIN: 06904735), whose present term of office as an Independent Director expired on June 27, 2019 and is eligible for reappointment for another term of Five conclusive years subject to approval by members by Special resolution. Based on the performance evaluation of Independent Directors, Nomination and Remuneration Committee had recommended and the Board of Directors have approved his re-appointment as an Independent Director for a second term of Five conclusive years commencing from June 27, 2019 subject to the approval of shareholders.
The Company has received requisite notice from members under section 160 of the Companies Act, 2013 in respect of all the aforesaid Directors proposing their candidature for the office of the Director. The resolution for the appointment / re-appointment of aforementioned Directors along with their Brief Profile forms part of the Notice of the 35th 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 has vacant 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 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
e) 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 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 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
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 Management Personnel and their remuneration. The Remuneration Policy is stated on website of the Company i.e. www.shrijagdamba.com
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, 2019 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
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 meet 08 times on May 2, 2018, May 29, 2018. July 26, 2018, July 29, 2018, August 13, 2018, November 14, 2018, February 14, 2019 and March 30, 2019 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, 2018 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.
a) Audit Committee
The Audit Committee is comprising of 3 (three) members composed of 2 Independent Directors and 1 Executive Director viz. Mr. Ashish Ashokkumar Bhaiya, 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 29, 2018, August 13, 2018, November 14, 2018 and February 14, 2019 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. Ashish Ashokkumar Bhaiya [Chairman], Mrs. Mudra Sachin Kansal, Mr. Ramakant Bhojnagarwala as the member of the committee. During the year the Shareholders committee met on April 16, 2018, July 05, 2018, October 04, 2018, and January 02, 2019. 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. Ashish Ashokkumar Bhaiya [Chairman], Mrs. Mudra Sachin Kansal and Mr. Mahesh Gaurishanker Joshi. During the year the Nomination and Remuneration committee met on June 29, 2018 and March 30, 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) members 2 Executive Director and 1 Independent Directors viz. Mr. Ramakant Bhojnagarwala [Chairman], Mr. Vikas Agarwal and Mr. Ashish Ashokkumar Bhaiya as the member of the committee. During the year the Corporate social Responsibility Committee met onMay 2, 2018.All the recommendations of the Nomination and Remuneration Committee were accepted by the Board of Directors.
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).
In accordance with the provision of Section 139 of the Companies Act, 2013, the Auditor M/s Loonia & Associates, Chartered Accountants, Ahmedabad hold office upto the conclusion of 35th Annual General Meeting. The Company has received a letter from a member of the Company proposing the name M/s Jaymin D. Shah &Co., Chartered Accountants as a Statutory Auditor of the Company. The Board proposed his appointment as Statutory Auditor for the term of Five year i.e. from Conclusion of 35 Annual General Meeting of the company upto the 40 Annual General Meeting of the Company.
M/s Jaymin D. Shah & Co., have furnished a declaration confirming their independence as well as their arms length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.
The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended on March 31, 2019 and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in their Report as provided under section 134 of the Act.
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, 2019. The Secretarial Audit Report is attached herewith as Annexure "B"
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.
Corporate Social Responsibility Committee
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. Ashish Ashokkumar Bhaiya. 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 "C".
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.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The 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
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to section 134(5)(e) of the Act. For the year ended on March 31, 2019, the Board is of the opinion that the Company has 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 in place 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 on the Companys operations.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
- 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 behaviour, 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 thereunder.
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, 2019, the Company has not received any complaint of sexual harassment.
EXTRACT OF ANNUAL RETURN:
As per the provisions of section 92(3) of the Act, an extract of the Annual Return in the prescribed Form No. MGT 9 is provided as Annexure "D"
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".
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.
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|
|(b) Amount (Rs.in 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:|
|(b) Amount (Rs.in 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:|
|(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.
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:
During the year under review, Company has not incurred any capital expenditure on energy 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 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.
C. 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.
D. 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 2018-19.
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.
Your Directors place on record their sincere appreciation for the continued co-operation 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|
|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 employees of 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 Officer, Chief Executive Officer, Company Secretary or Manager if any in the Financial Year 2018-19 compared 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 around 8%
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 the current years performance, market dynamics and as a measure to motivate the employees for better future performance to achieve organizations growth expectations.
6. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy 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
FORM NO. AOC 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms 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 arms 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 Arms 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 arms 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)|