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The Members of
Shri Jagdamba Polymers Limited
The Directors hereby present the 34thAnnual Report together with Audited Statement of Accounts for the year ended on March 31,2018 which they trust, will meet with your approval.
1. FINANCIAL RESULTS:
|Particulars||Year Ended 31.03.2018||Year Ended 31.03.2017|
|(Rs. In Lakhs)||(Rs. In Lakhs)|
|Profit before Interest, Depreciation & Taxes||2903.78||1797.90|
|Current Tax Provision||764.00||249.00|
|Deferred Tax Provision||(48.60)||292.44|
|Net Profit after Tax||1647.20||571.48|
|Add: Balance of profit brought forward from previous year||2500.37||2039.43|
|Balance Profit available for appropriation||4147.57||2610.91|
|Less. (1) Proposed Dividend||8.76||8.76|
|(2) Prov. For Tax on Dividend||1.80||1.78|
|Less: Transferred to General Reserve||500.00||100.00|
|Balance carried to Balance Sheet||3637.01||2500.37|
The financials of the Company are required to be prepared under IND AS, a new set of Accounting Standards. The financials for the previous financial year have also been restated in line with the requirements of IND AS. Accordingly, the figures may not be comparable with the financials prepared under the then prevailing accounting standards.
The total sales and other income during the year have been 17952.05 Lakhs (P.Y. 14770.55 Lakhs) showing growth of 21.54% in the year under consideration. The Companys Profit for the year before depreciation, interest and taxation has been 2903.77 Lakhs (P.Y. 1797.90 Lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are 1647.20 Lakhs (P.Y. 571.48 Lakhs) showing increase of 288.23% in the year under consideration. The working of the Company improved in F.Y. 2017-18 on all fronts and directors are hopeful for better results for F.Y. 2018-2019.
3. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:
There were no events to report that has happened subsequent to the date of the financial statements.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY.
There has been no material change in the nature of business during the period under review.
5. TRANSFER TO RESERVES:
The company has transferred 500.00 Lakhs to General Reserve during the year.
The Board of directors has recommended a dividend of 0.10/- per equity share of 1/- (@10%) at its meeting held on May 29, 2018 resulting in an estimated outflow of about 10.54 lakhs (inclusive of dividend distribution tax) for approval of shareholders at the Annual General Meeting. The proposed dividend takes into consideration current and anticipated future resource requirements of the business.
7. IND AS STANDARDS:
Your Company had adopted IND AS with effect from April 1, 2017 pursuant to the notification dated February 15, 2015 under Section 133 ofthe Companies Act, 2013 issued by the Ministry ofCorporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published IND AS Financials for the year ended March 31, 2018 along with comparable financials for the year ended March 31,2017 together with opening statement of Assets and Liabilities as on April 1,2016. The quarterly results published by the Company during the financial year 2017-18 were also based on IND AS. These have been published in newspapers and also made available in the Companys website www.shrijagdamba.com and the website of the stock exchanges where the shares of the Company are listed.
8. NUMBER OF 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 09 times. The details of the Board Meetings are provided in the Corporate Governance Report.
9. Details of Directors / Key Managerial Personnel Appointed / Resigned:
The Board of the Company consists of six directors.
Mr. Ramakant Bhojnagarwala is the Managing Director of the Company. He was appointed for a period of 3 years with effect from October 01,2016.
Mr. Kiranbhai Bhailalbhai Patel is the Whole Time Director of the Company. He was appointed for a period of 5 year with effect from October 01,2017.
Mr. Vikas Srikishan Agarwal, is the Executive Director of the Company. Further, there are three Independent Directors on the Board of the Company.
In accordance with the provisions of Companies Act, 2013, Mr. Vikas Srikishan Agarwal retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The details as required under Regulation 36(3) ofthe SEBI (LODR) Regulations 2015 regarding Mr. Vikas Srikishan Agarwal are published as part ofthe Notice calling the Annual General Meeting.
Key Managerial Personal:
As stipulated under Section 203 of the Companies Act, Mr. Ramakant Bhojnagarwala, Managing Director, Mr. Kiranbhai Bhailalbhai Patel, Whole Time Director, Mr. Vikas Srikishan Agarwal , Executive Director, Mr. Anil Parmar, Chief Financial Officer and Mr. Kunjal Jayantkumar Soni, Company Secretary have been designated as the Key Managerial Personnel of the Company.
During the year under the review, Miss. Dhruvi Patel, Company Secretary of the company had ceased to hold office w.e.f. 14.02.2018 and Mr. Kunjal Jayantkumar Soni was appointed as company secretary of the company w.e.f. 14.02.2018.
10. DECLARATION BY INDEPENDENT DIRECTORS:
As required under Section 149(7) ofthe Companies Act, 2013 all the Independent Directors on the Board ofthe Company have individually issued the stipulated annual declaration confirming that they meet all the criteria of independence as stipulated under the Act.
11. COMMITTEES OF THE COMPANY:
The Company had formed various committees namely Audit Committee, Nomination Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee and detailed here in under Corporate Governance Report
12. DIRECTORS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act, your Directors report that:
(a) In the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
13. DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies.
14. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 of the Company made up as on the financial year ended March 31,2018 is attached by way of Annexure II. This is also made available in the website of the Company www.shrijagdamba.com . Those interested may visit our website and see the details of MGT-9.
15. AUDITORS AND AUDITORS REPORT:
Members of the Company at the 30th Annual General Meeting of the Company have appointed M/s. Loonia & Associates, Chartered Accountants as auditors of the Company upto 35th Annual General Meeting of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013
This is the fifth consecutive year that he has been appointed their remuneration would be fixed in line with the recommendation of Audit Committee and as duly approved by the Board of Directors.
The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) ofthe Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditors Report are Self-explanatory and do not call for any further comments.
The statutory auditor has issued a clean report on the financial of the company and has not issued any qualification for the financial year ended March 31,2018
16. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended March 31,2018 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is attached herewith which forms part of the Directors Report as "Annexure - IN". The observations in their report are self-explanatory. The Board of Directors had appointed M/s. Jalan Alkesh & Associates, Practising Company Secretary as Secretarial auditors of the company for 3 years i.e. 2016-17, 2017-18 and 2018-19 to conduct the secretarial audit of the company.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under section 134 (3) (m) of the Companies Act 2013 read with Rule 8 ofthe companies (Accounts) Rule, 2015 is given below:
CONSERVATION OF ENERGY:
|Power & Fuel Consumption:||Current Year||Previous Year|
|(b) Amount (Rs. in Lakhs)||453.39||456.57|
|(c) Units/per liter of Diesel Oil||N.A.||N.A.|
|ii) Own Generation:|
|(b) Amount (Rs. in Lakhs)||3.70||3.40|
|(c) Units/per liter of Diesel Oil||2.76||3.32|
|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 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 37 of the Notes to financial statements for the year 2017-18.
The Company has not accepted any deposits during the period under review as envisaged under Section 73,74 & 76 of the Companies Act, 2013.
19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.
20. INTERNAL FINANCIAL CONTROLS:
The Company has an adequate internal financial control to support the preparation of the financial statements.
21. PARTICULARS OF LOANS/GUARANTEES/INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013:
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).
22. 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. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Companys website.
23. CORPORATE SOCIAL RESPONSIBILITY:
As required under Section 134 (o) read with Section 135 (1) of the Companies Act, 2013,the Company has constituted a Corporate Social Responsibility Committee. The Committee has Ramakant Bhojnagarwala, as the Chairperson, Mr. Vikas Srikishan Agarwal and Mr. Ashish Ashokkumar Bhaiya as the Members of the said Committee. The Committee formulated a policy on CSR and the Board of Directors approved the same. The policy as required under Section 135 (4) (a) of the Companies Act, 2013 has been uploaded on the Companys website www. shrijagdamba.com. The Company promotes education especially in smaller talukas/ district. The Company had also contribute funds in NGOs where they contribute funds towards the upliftment of poor children and their education. The Companys policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013. The annual report on CSR activities is enclosed by way of Annexure - IV to this report. The Company, has expended about 17.03 lakhs during the financial year towards its CSR initiatives.
24. RELATED PARTY TRANSACTIONS:
As required under Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company places before the audit committee the list of related parties from whom they buy raw materials or finished goods, to whom the Company extends services or exports goods. The details of the basis of pricing and the margins on such transactions are also tabled. The Audit Committee accords its omnibus approval for such related party transactions on an annual basis. The updates
on the transactions with the related parties are placed before the audit committee on a quarterly basis. The details are also placed before the Board of Directors for its information. As required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a policy on related party transactions and the same was approved by the Audit Committee and the Board of Directors. The said policy has been uploaded on the companys website www.shrijagdamba.com . All the transactions with the related parties entered into during the period under review have been in the ordinary course of business and at arms length basis. There have been no material related party transactions entered into during this period. However, the Company obtained an approval from the Shareholders in their 33rd Annual General Meeting - special resolution for the related party transaction with Shakti Polyweave Private Limited and M/s Shri Tech Tex as an associate Company and partnership firm. The details of related party transactions pursuant to Clause (h) ofsub-section (3) ofSection 134 ofthe Act, is enclosed in form no. AOC 2 as Annexure- V
25. FORMAL ANNUAL EVALUATION:
As required under Section 134(3)(p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the performance of Independent Directors. Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their separate meeting held on 14thAugust, 2018 evaluated the performance of the non independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties. Also as required under Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company at its meeting. The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion / integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholders relationship and corporate social responsibility committee were also assessed on the above parameters and also in the context of the committees effectiveness vis-a-vis the Act and the listing regulations.
26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The requisite details as required by Section 134 (3) (e). Section 178 (3) & (4) and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached herewith as "Annexure - VII".
During the year the Company had repaid 669.94 Lakhs against Term loan.
28. ENVIRONMENT, HEALTH AND SAFETY:
The Company continued its commitment to industrial safety and environment protection and all its factories have obtained its ISO 9001:2015 certification.
29. CAUTIONARY STATEMENT:
Certain statements in this Directors Report may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2018 - 2019. 95.70 % of the shares are held in dematerialized form.
31. REGISTRAR AND SHARE TRANSFER AGENT:
The Company had changed its Registrar & Share Transfer Agent from M/s Cameo Corporate Limited, Chennai to M/s Skyline Financial Service Private Limited, New Delhi with effect from April 9, 2018. The shareholders are requested to kindly note the changes made there under and also requested to communicate with the new RTA as appointed by the Company.
The Communication details of New Registerand shareTransferAgent (RTA) i.e. Skyline Financial Services Private Limited is as under:
|Name||SKYLINE FINANCIAL SERVICES PVT.LTD|
|Address||D-153 A, 1ST FLOOR OKHLA INDUSTRIAL AREA, PHASE-1, NEW DELHI - 110020|
|Tel||011-40450193 to 97|
|Email ID (s)||email@example.com .|
32. CHANGE IN SHARE CAPITAL:
As on March 31,2018, there is no change in equity share capital. The Company had 506 shareholders as at the end of the year March 31, 2018 which comprises of 87,58,000 equity shares. During the year under review, the Company had changed its Face value from Rs 10/- per equity shares to 1/- per equity shares and necessary equity shares had been credited to respective shareholders account.
33. CORPORATE GOVERNANCE:
In terms of Chapter IV Regulation 15 Read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is made part of this Annual report as Annexure VI A certificate from the Statutory Auditors of the Company regarding compliance of the conditions stipulated for Corporate Governance as required under Clause E of Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report. The declaration by the Managing Director addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34 (3) Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.
34. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Management Discussion & Analysis, are made part of this Annual Report as "Annexure - I"
The properties of the Company including building, plant and machinery, stock and materials stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.
36. PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the statement containing particulars of top ten employees in terms of remuneration drawn as required under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has in place, policy on Prevention Prohibition and Redressal of Sexual harassment for women at workplace in accordance with the requirements ofThe Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.
39. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LODR) REGULATIONS, 2015:
Company does not have any shares in the demat suspense account or unclaimed suspense account during the year.
The Company has adopted various policies based on the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policies are available on the Website of the Company i.e. www.shrijagdamba.com .
Your Directors place on record their appreciation for the confidence reposed and continued support extended by its customers, suppliers and shareholders.
Your Board would like to place on record, its sincere appreciation to the employees for having played a very significant part in the Companys operations till date.
|By order of the Board of Directors of|
|Shri Jagdamba Polymers Limited|
|Place : Ahmedabad||(Chairman cum Managing Director)|
|Date : 13/08/2018||(DIN : 00012733)|