Directors Report of Jaysynth Dyestuff (India) Ltd.

Mar 31, 2018

Dear Shareholders,

The behalf of the Board of Directors of your Company it gives me pleasure to present the 33^rd Annual Report of your Company together with the Standalone and Consolidated Financial Statements for financial year ended 31^st March, 2018.

1. FINANCIAL STATEMENT

The standalone and consolidated financial statements for the financial year ended 31^st March, 2018, forming part of this 33^rd Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

Comparative key figures pertaining to financial performance of your Company is provided herein below:

(Amt in Rs.)

Particulars	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from Operations	1,17,65,40,395	1,19,70,08,448	1,18,02,57,957	1,22,15,03,091
Other Income	63,23,361	1,45,25,546	62,51,643	2,38,45,486
Total Revenue	1,18,28,63,756	1,21,15,33,994	1,18,65,09,600	1,24,53,48,577
Depreciation	1,99,42,919	1,88,24,323	1,18,65,09,600	1,88,69,107
Other Expenses	1,13,79,94,560	1,13,52,26,703	1,14,08,88,352	1,15,68,86,908
Profit Before Tax	2,49,26,277	5,74,82,968	2,56,46,640	6,95,92,562
Deferred Tax	(5,42,000)	(5,00,000)	(1,89,000)	(3,03,000)
Current Tax	84,49,010	1,79,52,000	88,54,877	1,92,92,096
Tax Expenses related to prior year	22,554	3,02,466	22,554	3,02,466
Profit After Tax	1,69,96,713	3,97,28,502	1,69,58,209	5,03,01,000

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 of Rs.1/- each for the financial year 2017-18, subject to the approval of the Members at the 33^rd Annual General Meeting.

Dividend together with tax thereon for the financial year ended 31^st March, 2018, will lead to cash outflow of Rs.15,71,384/-(Rs.13,03,455/- as dividend and Rs.2,67,929/- 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., Tuesday, 4^th September, 2018 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 and 2016-17 which is less than 7 (Seven) 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 in 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 and weblink of the same is 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 safer 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 advice 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 Company’s 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 31^st March, 2018, an amount of Rs.50,00,000/- as against Rs.1,00,00,000/- in the financial year ended 31^st March, 2017 to the General Reserves out of the profit available for appropriation.

5. STATE OF COMPANY’S AFFAIRS

The Company products comprising Dyes, Pigments and Inks, are coloring materials having its customer base in several industries such as Textile, Paints, Coatings, Plastic, Paper etc. Growth of the Company is highly dependent on textile sector where major products of the Company find its application. During the financial year under review, the Company could not achieve desired growth in sales revenue in view of multiple challenges. As compared to previous financial year, the financial performance was down mainly on account of decrease in sales volume of dyes and ink products. Another main reason for severe impact on profits of the Company was reduction in gross margin due to increase in material input costs, which could not be passed on to the customers. Operating profit i.e. profit before interest, depreciation, taxes and other income, for the financial year under review was Rs.4,26,94,479/as compared to Rs.6,11,95,988/- during the previous financial year ended 31^st March, 2017.

6. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31^st March, 2018, Revenue from Operations amounted to Rs.1,17,65,40,395/- as against Rs.1,19,70,08,449/- in the previous financial year ended 31^st March, 2017. Net Profit after tax for the year under the review amounted to Rs.1,69,96,713/- as against Rs.3,97,28,502/- in the previous financial year ended 31^st March, 2017.

b) Consolidated: For the financial year ended 31^st March, 2018, Revenue from Operations amounted to Rs.1,18,02,57,957/- as against Rs.1,22,15,03,091/- in the previous financial year ended 31^st March, 2017. Net Profit after tax for the year under the review amounted to Rs.1,69,58,209/- as against Rs.5,03,01,000/- in the previous financial year ended 31^st March, 2017.

7. SHARE CAPITAL

The paid up equity share capital as on financial year ended 31^st March, 2018 was 86,89,700 Equity Shares (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 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 the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), forms 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 COMPANY’S OPERATIONS IN FUTURE

Pursuant to the provision 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 Company’s 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 Company’s 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 Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

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

Pursuant to the provision of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the 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 Director’s 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 they 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 board’s 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 Board’s Report has been prepared on a standalone basis. Further, during the financial year under 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 Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31^st March, 2018 was £16,49,323 as compared to £18,58,240 in the previous financial year ended 31^st March, 2017. Net profit after tax for the financial year ended 31^st March, 2018 was £18,148 as against £1,18,806 in the previous financial year ended 31^st March, 2017.

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 arm’s 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 Member’s 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 the 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 Company’s website and the weblink of the same is http://jaysynth.com/pdf/Policies/Policy_of_ material_related_party_transaction.pdf

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, there was no appointment/cessation of the Director or a 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, Nikhil Sharadchandra Kothari (DIN: 00184152), Non - Executive Director of the Company retires by rotation at the ensuing 33^rd Annual General Meeting, being eligible offers himself for reappointment as a Director.

19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

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.

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 Company’s website and weblink of the same is http://jaysynth. com/pdf/Policies/Remuneration%20Policy%20for%20Directors,%20Key%20Managerial%20Personnel%20and%20 Other%20Employees.pdf. Further, the Company’s Policy on Remuneration for the Directors, Key Managerial Personnel and Other Employees have been disclosed in the Corporate Governance Report, 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 31^st March, 2018, Board of your Company met 6 (Six) times i.e on 30^th May, 2017, 9^th August, 2017, 9^th October, 2017, 13^th November, 2017, 30^th January, 2018 and 12^th February, 2018. 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 7 (Seven) Directors viz; Parag Sharadchandra Kothari, Chairman and Managing Director, Bhavesh Virsen Panjuani - Independent Director, Jyoti Nirav Kothari - Non Executive Woman Director, Kulinkant Nathubhai Manek - Independent Director, Nikhil Sharadchandra Kothari - Non Executive Director, Prakash Mahadeo Kale - Independent Director and Rajendra Maganlal Desai -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 - Independent Director, Kulinkant Nathubhai Manek - Independent Director, Parag Sharadchandra Kothari - Chairman and Managing Director (with effect from 13^th November, 2017) and Rajendra Maganlal Desai - Independent Director.

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

d) Stakeholders’ Relationship Committee - Rajendra Maganlal Desai was the Chairman of the Committee upto closure of working hours of 5^th March, 2018 and Prakash Mahadeo Kale is the Chairman with effect from 6^th March, 2018, 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 - 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 31^st March, 2018 are set out in the Corporate Governance Report is attached as ANNEXURE - III which forms part of this Report.

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 31^st March, 2018, 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 31^st March, 2018.

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 THE 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 the Independent Directors was held on 30^th January, 2018 and they 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 of 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 Company’s 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 is mentioned in the corporate governance report attached as ANNEXURE - III.

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

a) Statutory Auditor’s Report - The observations made in the Auditor’s 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 made by the Statutory Auditor in his report.

b) Secretarial Auditor’s Report - Secretarial Auditor’s Report issued by Kaushal Dalal of M/s. Kaushal Dalal & Associates, Practising Company Secretary, for the financial year ended 31^st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer in his Report. 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 WORK PLACE (PREVENTION, PROHIBITION & 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 2017-18.	NIL
Number of Complaints received during the financial year 2017-18.	NIL
Number of Complaints disposed off during the financial year 2017-18.	NIL
Number of Complaints pending at the end of the financial year 2017-18.	NIL
Number of workshops conducted during the financial year 2017-18.	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 at work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. The Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. The 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 31^st March, 2018, 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 31^st March, 2018, your Company has contributed Rs.15,00,000/- 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 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, 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 of Auditor on compliance of the same forms part of this report and is attached as ANNEXURE -III. A declaration signed by the 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 31^st March, 2018. She has conducted the Internal Audit of the Company at periodical intervals and reports of the same were placed before the Audit Committee meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed Kaushal Dalal of M/s Kaushal Dalal & Associates as a Secretarial Auditor, Practising Company Secretary for the financial year ended 31^st March, 2018 to carry out the secretarial audit of the Company.

c) Statutory Auditor - Tenure of M/s. C. J. Shah & Associates ended with the audit of the financial year 2016 -17. On recommendation of the Audit Committee, the Board of Directors approved the proposal of appointment of Hiren C. Sanghavi of M/s. Hiren C. Sanghavi & Associates (Firm Registration Number: 112057W) as Statutory Auditor of the Company for the term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Board of Directors. The said appointment was approved by the Members of the Company at the 32^nd Annual General Meeting held on 29^th August, 2017.

Vide notification dated 7^th 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 33^rd 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 31^st March, 2018 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 behavior, 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 annex 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 31^st March 2018, forms part of this report and is attached as ANNEXURE - VII.

40. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality of decisions. Directors from varied background, experience and expertise will assist 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 the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Board%20 Diversity%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, 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. AWARDS AND RECOGNITION

Your Company has been conferred with Gold Award from CHEMEXCIL (Basic Chemicals, Cosmetics & Dyes Export Promotion Council) (Set-up by Ministry of Commerce & Industry, Government of India) on 21^st April, 2018 under the category of Panel - I: Dyes & Dye Intermediates Large Scale Sector for the outstanding export performance for the financial year 2016-17.

43. DISCLOSURE OF ACCOUNTING TREATMENT

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

44. ADOPTION OF INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards with effect from 01^st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of Indian Accounting Standards in the year 2017 has been a major change process and the Company was well positioned to ensure a smoother transition and implementation.

45. 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 Company’s 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.

46. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards.

47. 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.

48. 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 the 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

Place: Mumbai Parag Sharadchandra Kothari

Date: 29^th May, 2018 Chairman and Managing Director

DIN:00184852

---

Mar 31, 2016

BOARD’S REPORT

TO THE MEMBERS OF JAYSYNTH DYESTUFF (INDIA) LIMITED

The Directors are pleased to present the 31^st Board''s Report of the Company together with its Standalone and Consolidated Financial Statements for the year ended on 31^st March, 2016.

FINANCIAL RESULTS

Financial Results of the Company for the year under review along with figures of previous year are as follows:

(Rs, in lacs)

PARTICULARS	YEAR ENDED 31st MARCH, 2016	YEAR ENDED 31st MARCH, 2015	YEAR ENDED 31st MARCH, 2016
	STANDALONE		CONSOLIDATED
Revenue from Operations	11,923.26	12,003.56	12,092.86
Other Income	204.83	135.00	227.75
Total Income	12,128.09	12,138.56	12,320.61
Profit before extraordinary item & depreciation	1,051.07	929.97	1,067.77
Depreciation	179.57	150.29	180.14
Profit before Tax	871.50	779.68	887.63
Provision for Tax & Wealth Tax	255.00	254.84	255.03
Deferred Tax	(3.00)	10.00	(3.00)
Tax Expenses	0.00	0.04	0.00
Profit after Tax	619.50	514.80	635.60
Balance Brought forward	2,961.83	2,567.89	2,961.83
Profit available for appropriation	3,581.33	3,082.69	3,581.33
Appropriations
Proposed Dividend	26.07	17.38	26.07
Tax on Dividend	5.32	3.48	5.32
Transfer to General Reserves	0.00	100.00	0.00
Profit Not Available for appropriation	0.00	0.00	405.26
Balance carried to Balance sheet	3,549.94	2,961.83	3,955.20

DIVIDEND

Your Board of Directors are pleased to recommend dividend of Rs,.0.30 paise (30%) per Equity Share having face value of Rs,.1/- each for the financial year 2015-16, subject to the approval of the members at the ensuing Annual General Meeting.

Dividend together with Tax thereon for the financial year 2015-16 entails cash outflow of Rs,. 31,37,616/- (Rs,. 26,06,910/- will be paid as Dividend and Rs,. 5,30,706/- will be paid as Dividend Distribution Tax). Dividend will be paid to those members, whose names appear in the Register of Members as on 24^th August, 2016. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Depository Services Limited and Central Depository Services (India) Limited as on 24^th August, 2016.

Your Company had declared dividend for the financial year 2013-14 and 2014-15, hence no amount is 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 for the financial year 2013-14 and 2014-15 in Form 5 INV providing status. Detail list of unpaid and unclaimed dividend can also be accessed on the website of the Company.

ELECTRONIC CLEARANCE SCHEME (ECS) FOR DIVIDEND

To avoid risk of loss / interception of dividend warrants in postal transit and / or fraudulent encashment, shareholders are requested to avail of the ECS facility where dividends are directly credited in electronic form to their respective bank accounts. This also ensures faster credit of dividend. Shareholders who desire receipt of their dividend through ECS can obtain the ECS mandate form from the Registrar & Transfer Agent of the Company. ECS mandate form is also annexed to this Annual Report. Shareholders may also submit their bank details to Registrar and Transfer Agent. This will enable the Company to incorporate this information on dividend warrants to minimize the risk of fraudulent encashment.

TRANSFER TO GENERAL RESERVES

The Company has not transferred any amount to general reserves during the financial year 2015-16 in comparison to transfer of Rs,. 100 lacs transferred during the financial year 2014-15.

REVIEW OF PERFORMANCE

Overall financial performance of the Company for year ended 31^st March, 2016 remained in line with previous year. The Company could not achieve desired growth in sales volumes and correspondingly the revenues from operations of the Company aggregated to Rs,.11923 lacs as against Rs,.12004 lacs during the previous year. Operating profit i.e Profit from Operations before other income and finance cost for the year was Rs,.686 lacs as compared to Rs,.669 lacs for the previous year. Due to jump in other income during the year under the review, the Profit before tax for the year was Rs,.872 lacs as compared to Rs,.780 lacs for the previous year showing an increase of 11.8%. Consequently, the Profit after tax for the year was Rs,. 620 lacs as compared to Rs,.515 lacs for the previous year.

NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year 2015-16 and as on the date of this Report.

STATE OF COMPANY’S AFFAIRS

The major driving factors of colorants market are growth in end user industries. Company''s product range of dyes, pigments and inks has its applications in various industries such as textile, plastic, paints & coatings, printing inks, leather etc. Growth of the Company is highly dependent on the textile sector''s growth as it has large customer base for products of the Company. During the financial year 2015-16, the Company could not achieve the target growth in the sales revenues due to competitive market situation and textile industry situation. High volatility in prices of intermediate products was also one of major obstacle contributing for decline in the sales volume of dyes and pigments.

The Company foresees a significant shift towards digital printing in the textile industry leading to sizeable growth in the consumption of Ink Products. The Company has well positioned itself for digital printing, the prices of Ink products for catering such projected jump in demand.

CHANGES IN SHARE CAPITAL

During the financial year 2015-16, our Company has not issued any shares, paid up Equity Share Capital as on 31^st March, 2016 is Rs,. 86,89,700/- (Face Value Rs, 1/- each).

JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year 2015-16, Jaysynth (Europe) Limited became the wholly owned subsidiary of your Company. There is no associate and joint venture Company as defined under the Act.

There has been no material change in the nature of business of Jaysynth (Europe) Limited during the year under review. Pursuant to the provisions of Section 129(3) of the Act, a summary of the financial performance of Wholly Owned Subsidiary company in the prescribed Form AOC-1 is appended as Annexure to the Financial Statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of Jaysynth (Europe) Limited are available on the website of the Company.

During the financial year 2015-16, Jaysynth (Europe) Limited became Wholly Owned Subsidiary Company. In accordance with Regulations 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company has also devised a policy for determining Material Subsidiaries for indentifying material subsidiaries.

The web link where the policy for determining ‘Material'' subsidiaries can be accessed at http://www.jaysynth.com/pdf/ POLICY_ON_MATERIAL_SUBSIDIARY%20_2.pdf.

PERFORMANCE AND FINANCIAL POSITION OF JAYSYNTH (EUROPE) LIMITED, A WHOLLY OWNED SUBSIDIARY COMPANY.

During the financial year, your Company had acquired the 675,000 Equity Shares having face value of £1 at par from existing shareholders of Jaysynth (Europe) Limited, with such an acquisition it became a wholly owned subsidiary of your Company.

Sales turnover of the subsidiary Company for the financial year 2015-16 was £1,665,274 as compared to £2,259,204 for the previous year. Net Profit after tax for the financial year 2015-16 was £ 36,434 ('' 34,16,550/-) as compared to Loss of (£21,519) ('' 20,69,148) during the financial year 2014-15.

During the year the worldwide sales of pigment and dyes has been adversely affected by the volatile fluctuations in currencies and the price of crude oil. Turnover for the year has thus decreased compared to the previous year but it is expected that turnover will again increase once the financial and oil markets become more stable.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Listing Agreement entered into with BSE Limited. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders'' approval of Listing Regulations.

All Related Party Transactions are placed before the Audit committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions.

The Company has adopted a Related Party Transactions Policy as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Company''s website. It can be accessed on http://jaysynth.com/pdf/Policy_of_material_related_party_transaction.pdf

Details of the transactions with Related Parties are provided in the accompanying financial statements. Details of related party transactions entered into during the year are reported in Form AOC 2 annexed as ANNEXURE-1 to this Board''s Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Parag S. Kothari (DIN: 00184852) had been appointed as Managing Director at 26^th Annual General Meeting of the Company for period of five years w.e.f 1^st June, 2011 upto 31^st May, 2016. Further the Board of Directors had vide Board Resolution passed on 13^th November, 2014 had approved the appointment of Mr. Parag S. Kothari as Chairman of the Board and General Meeting. The Board of Directors of your Company seek re-appointment of Mr. Parag S. Kothari for period of three years subject to approval of shareholders w.e.f 1^st June, 2016 to 31^st May, 2019 in this ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 100 of the Articles of Association of the Company, Mr. Nikhil S. Kothari (DIN:00184152), Non - Executive Promoter Director of the Company retires by rotation at the ensuing Annual General Meeting. He being eligible, offers himself for re-appointment.

The details of training and familiarization programmes for Directors have been provided under the Corporate Governance Report.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Mr. Chandrakant C. Bhagwat, Company Secretary of the Company resigned on 25^th April, 2015 and Ms. Pooja Niphadkar was appointed as Company Secretary and Compliance Officer on 28^th May, 2015. Apart from the afore - mentioned changes in Key Managerial Personnel, there were no other appointment, resignation or retirement of any Key Managerial Personnel during the financial year 2015-16.

For the perusal of shareholders, a brief resume of the above said directors, nature of their expertise, their shareholding in the company and other required details are already mentioned in the Annexure attached to the Notice of the Annual General Meeting of the Company.

BOARD AND COMMITTEES OF BOARD

Your Company deeply regrets sad demise of Late Mr. Sharadchandra S. Kothari Managing Director on 11^th October, 2015. He was a visionary and expert in the field of Dyestuff and Pigments.

The Board of your Company has Seven (7) Directors consisting of One (1) Chairman and Managing Director; Two (2) Non - Executive Directors, One (1) consisting of Non Executive Promoter Director and One (1) consisting of Non Executive Woman Director and Four (4) Independent Directors.

Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and erstwhile Clause 49 of the Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having Mr. Prakash. M Kale (Chairman w.e.f 14^th August, 2015), Mr. Rajendra M. Desai (Chairman upto 13^th August, 2015) and Mr. Kulinkant N. Manek (Member). There have been no instances during the financial year when the recommendations of the Audit Committee were not accepted by the Board.

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Companies Act,2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and erstwhile Clause 49 of the Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having Mr. Rajendra M. Desai (Chairman), Mr. Prakash. M Kale (Member) and Mr. Kulinkant N. Manek (Member). There have been no instances during the financial year when the recommendations of the Nomination and Remuneration Committee were not accepted by the Board.

Stakeholders'' Relationship Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013 and erstwhile Clause 49 of the Listing Agreement and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having Mr. Rajendra M. Desai (Chairman) , Mr. Nikhil S. Kothari (Member) and Mr. Parag S. Kothari (Member).

Corporate Social Responsibility Committee is duly constituted as per the provisions of Section 135 of the Companies Act, 2013 having Mr. Prakash M. Kale (Chairman), Mr. Rajendra M. Desai (Member), Late Mr. Sharadchandra S. Kothari (Member upto 11^th October, 2015) and Mr. Parag S. Kothari (Member w.e.f. 9^th November, 2015).

Details of attendance of Directors, date of meetings and terms of reference of the Committees of Board are mentioned in the Corporate Governance annexed as ANNEXURE-5 to this Board''s Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has complied with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and according to the provisions of Section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

MEETINGS OF BOARD AND COMMITTEES OF BOARD

The Board of Directors met five (5) times during the financial year 2015-16 i.e. on 28^th May, 2015, 25^th June, 2015, 13^th August, 2015, 9^th November, 2015 and 11^th February, 2016 respectively.

Audit Committee also met five (5) times during the financial year 2015-16 i.e. on 28^th May, 2015, 25^th June, 2015, 13^th August, 2015, 9^th November, 2015 and 11^th February, 2016 respectively.

The intervening gap between meetings was within the period prescribed under the Act and erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board has on recommendation of Nomination and Remuneration Committee has adopted the following policies:

1. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.

2. Policy for determining qualification , positive attributes, Independence of an Independent Director and Criteria for evaluation. The above - mentioned policies are annexed as ANNEXURE-2 to this Board''s Report.

PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed as ANNEXURE-3 to this Board''s Report

The Company did not have any employee who was employed throughout the financial year 2015-16 and was in receipt of remuneration not less than One crore and two lacs rupees.

The Company also did not have any employee who was employed for the part of the financial year 2015-16 and was in receipt of remuneration for any part of that year which in aggregate was not less than Eight lacs and fifty thousand per month.

Except Mr. Atul Maheshwari who was appointed as Vice President - Production on 17^th June, 2015 and is in receipt of remuneration in that financial year more than the remuneration of the Managing Director. No other employee or Key Managerial Personnel draws salary more than Managing Director. Further he does not hold by himself or along with his spouse and dependent children more than or equal to two percent of equity shares of the Company.

HUMAN RESOURCE MANAGEMENT AND DISCLOSURES RELATING TO EMPLOYEES

Your Company recognizes the importance of workforce in the organization and always make a consistent effort for development of skills of the human resources of the Company. Relations with our workforce have always remained cordial. There are 115 permanent employees on the rolls of the Company as on 31^st March, 2016 as against 120 permanent employees on the rolls of the Company as on 31^st March, 2015.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible citizen and strongly believes in giving back to the Society benefits earned by it through the business operated. During the financial year 2015-16, your Company has contributed to varied areas of social activities like eradicating hunger, promotion of education and promotion of heath care activities.

In compliance with the provisions of Section 135 of the Companies Act, 2013, Company has constituted Corporate Social Responsibility Committee which recommends the Board, CSR activities to be undertaken, contribution to be made and monitors the contribution already made.

Details about the CSR Policy and initiatives taken by the Company on CSR during the year are available on our website having following we blink: http://www.jaysynth.com/pdf/CSR_policy.pdf

Disclosure required pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed as ANNEXURE-4 to this Board''s Report.

CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all mandatory requirements as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement. The Report on Corporate Governance along with the Auditor''s Certificate on its compliance is annexed as ANNEXURE-5 to this Board''s Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company believes in creation and maintaining safer and secure environment for all the employees and has zero tolerance towards sexual harassment at Workplace. Company has in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 adopted a policy named Policy on Sexual Harassment of Employees in the Jaysynth Group. The web link of the Policy is: http://www.jaysynth.com/pdf/ Sexual_Harassment_Policy.pdf

The Company in compliance of aforesaid Act constituted Internal Complaints Committee with following members:

SR NO.	NAME OF THE MEMBER	DESIGNATION
1	Mrs. Mitali Sawant	Chairman
2	Mrs. Kumudam Kolpek	Member
3.	Mr. Sharadchandra C. Sharma	Member
4	Mr. Deepak Rege	Member - Advocate

Details of Complaints received, pending and resolved as well as details workshops or awareness programme conducted against sexual harassment are mentioned in the table below.

PARTICULARS RELATING TO SEXUAL HARASSMENT DURING THE FINANCIAL YEAR 2015-16	NO.
No. of complaints filed during the financial year 2015 -16	0
Disposed off through Conciliation	0
Disposed off through disciplinary action	0
No. of cases pending	0
No. of workshops or awareness programme conducted against sexual harassment	1

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors , to best of their knowledge and ability confirm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2) they 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 financial year and of the profit of the Company for that period;

3) 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 the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis;

5) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company maintains appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business, including adherence to Company''s 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 on manual and IT applications including ERP applications, wherein the 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 commensuration with the size of the Company and nature of business for the purchase of inventory and fixed assets and for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely intervals, the 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 for the specific period and placed it before the Audit Committee at its meeting and at Board meeting for their review and noting on a timely basis.

AUDITORS 1) STATUTORY AUDITOR

M/s. C.J.Shah & Associates, Chartered Accountants, (ICAI Firm Registration Number 109522W) was appointed as Statutory Auditor of the Company from conclusion of 30^th Annual General Meeting till conclusion of the ensuing 31^st Annual General Meeting of the Company, being eligible offers himself for re-appointment. M/s. C.J.Shah & Associates holds valid peer review certificate.

Accordingly, M/s. C.J.Shah & Associates have submitted a certificate, confirming that their re-appointment if approved will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

2) INTERNAL AUDITOR

Your Board of Directors had approved the recommendation of Audit Committee and appointed Mr. Hiren C. Sanghavi of M/s. Hiren C. Sanghavi & Associates as an Internal Auditor of the Company for the financial year 2015-16. During the financial year 2015-16, Internal Auditor submits its Internal Audit Report for the specific period and places it before the Audit Committee Meeting and Board meeting for their review and noting on a timely basis.

3) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Kaushal M. Dalal of M/s. Kaushal Dalal & Associates, as Secretarial Auditor of the Company for the financial year 2015-16.

Secretarial Audit Report is annexed as ANNEXURE-6 to this Board''s Report.

4) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report for the year under review pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

The Auditor''s Report and the Secretarial Audit Report for the financial year ended on 31^st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

In compliance of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in Form MGT-9 is annexed as ANNEXURE-7 to this Board''s Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

CHANGE IN THE REGISTRAR AND TRANSFER AGENT

M/s. Sharepro Services (India) Private Limited, Registrar and Transfer Agent of the Company was handling physical and Electronic Share Registry Work. SEBI, vide its Order dated 22^nd March, 2016, has advised all Companies who are clients of Sharepro Services (India) Private Limited to switchover their activities related to a Registrar to an Issue and Transfer Agent to another Registrar to an Issue and Transfer Agent registered with SEBI. Pursuant to the order issued by SEBI, your Board of Directors at its meeting held on 30^th May, 2016 appointed M/s. Link In time India Private Limited having Registered office at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 as the Company''s new Registrar and Transfer Agent with effect from 6^th June, 2016 which has been duly informed to BSE Limited, where the equity shares of the Company are listed. The Company has also issued a Press Release in Financial Express (English) and Navshakti (Marathi) to that effect.

INSURANCE

All the assets of the Company are adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There have been no significant and material orders passed by the Regulators or Court or Tribunals impacting the going concern status and Company''s operations in future.

DISCLOSURE OF ACCOUNTING TREATMENT

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board of Directors have adopted a whistle blower policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for safeguards against victimization and provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or Policy. The we blink of the policy is http://www.jaysynth.com/pdf/Whistle_Blower_Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loans or guarantee made by the Company under Section 186 of the Companies Act, 2013. However the Company has made investments pursuant to Section 186 of the Companies Act, 2013. The Company at its Board Meeting held on 25^th June, 2015 approved the resolution for investment in 675,000 Equity Shares having Face Value of £1 at par from existing shareholders of Jaysynth (Europe) Limited, with such an acquisition, it became a Wholly Owned Subsidiary of your Company.

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

In compliance with the provisions of Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, necessary disclosure on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo aspects of the Company is annexed as ANNEXURE-8 to this Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regulation 34(2) read with the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49(II)(f) of the Listing Agreement entails annexing to the Annual Report , Management Discussion and Analysis Report of the Company. In compliance of the same, said report for the financial year 2015-16 is annexed as ANNEXURE-9 to this Board''s Report.

BOARD DIVERSITY

Your Company believes that a diverse Board enhances the quality of the decisions. Directors from varied background, experience and expertise will assist Company to view a 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 same is uploaded on the website of the Company, we blink is as follows: http://jaysynth.com/pdf/ BOARD_DIVERSITY_POLICY.pdf

DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made there under during the financial year 2015 -16.

FORMAL ANNUAL EVALUATION OF THE BOARD, COMMITTEES OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has undertaken an evaluation of its own performance along with performance evaluation of Independent Directors, Executive Directors, Non-Executive Directors, Chairman, Committees of Board, based on various parameters such as: Board/ Committee structure and composition, Frequency of Board Meetings, participation of Directors in the meeting, Execution & Performance of specific duties of the Board of Directors, review of board’s competency, experience, contribution etc.

The feedback received from the Directors was discussed and reviewed by the Independent Directors at their separate meeting and performance of non-independent directors, performance of the Board as a whole and performance of the Chairman of the Company was evaluated.

RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy which entails a process of management of risks associated with the business of the Company. Company believes that Risk Management Process is an ongoing process within the organization. The Company has a robust risk management framework to identify, assess, report and monitor the risk associated with the business of the Company.

The elements of risk identified by the Board as required under Section 134 (3) (n) of the Companies Act, 2013 are listed under the Management Discussion and Analysis Report under the heading Risks and Concerns annexed as ANNEXURE-9 to this Board''s Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY

Pursuant to Schedule IV entailing Code for Independent Directors read with the applicable provisions of the Companies Act, 2013 read with erstwhile Clause 49 (II) Listing Agreement and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company on 23^rd February, 2016 convened a separate meeting without attendance of non-independent directors and members of the management. Separate Meeting of the Independent Directors was attended by all the Independent Directors of the Company. They discussed the agendas mentioned below and expressed their satisfaction on the overall performance.

1) Reviewing the performance of the non-independent directors and the Board as a whole;

2) Reviewing the performance of the Chairperson of the Company, taking into account the views of the executive director and non-executive directors;

3) Assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

GREEN INITIATIVES

Ministry of Corporate Affairs encourages and supports green initiatives in Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses. Your Company appeals to its shareholders, who are yet to register their e-mail addresses and take necessary steps for registering the same so that they can also become a part of the green initiative and contribute towards a greener environment.

GENERAL 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 year under review:

1. 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.

2. The Company has not issued any sweat equity shares during the 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.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the 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.

4. During the 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.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

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 cooperation and support received by the Company.

For JAYSYNTH DYESTUFF (INDIA) LIMITED

Parag S. Kothari

Place : Mumbai Chairman & Managing Director

Date : 11^th July, 2016 DIN:00184852

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report of the Company together with its audited financial statements for the year ended March 31, 2015.

A. Financial Results

(Rs. in lacs)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Revenue from Operations 12003.56 12922.17

Other Income 135.00 244.35

Total income 12138.56 13166.52

Profit before extraordinary items & depreciation 929.97 1379.38

Depreciation 150.29 93.54

Profit before Tax 779.68 1285.84

Provision for Tax & Wealth Tax 254.84 379.63

Deferred Tax 10.00 -

Tax Expenses 0.04 0.03

Profit after Tax 514.80 906.18

Balance Brought forward 2567.89 1920.61

Deferred Tax Liability - 38.57

Profit available for appropriation 3082.68 2788.22

Appropriations :

Proposed Dividend 17.38 17.38

Tax on Dividend 3.48 2.95

Transfer to General Reserve 100.00 200.00

Balance carried to Balance sheet 2961.83 2567.89

B. REViEW OF PERFORMANCE

Your Directors wish to inform that during the financial year ended March 31, 2015 the net sales of the Company with revenues from operations aggregated to Rs.12003.56 lacs as against Rs. 12922.17 lacs during the previous year. During the year under the review Profit before tax was Rs.779.68 lacs lower by 39.36 % over the previous year. Consequently, the Profit after Tax for the year was Rs. 514.80 lacs as compared to Rs. 906.18 lacs in the previous year. The main reasons for decline in financial performance can be attributed to market conditions, increase in input costs and overheads and higher depreciation provisions.

C. TRANSFER TO RESERVES

The Company has transferred Rs.100 lacs to Reserves for the Financial Year 2014-15.

D. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.20 (20%) per Equity Share having face value of Rs. 1/- each for the Financial Year 2014-15, subject to the approval of Members at the ensuing Annual General Meeting.

Dividend together with Tax thereon for the year entails cash outflow of Rs.20,85,426/- (Rs.17,37,940/- will be paid as Dividend and Rs.3,47,486/- will be paid as Dividend Distribution Tax). Dividend will be paid to Members, whose names appear in the Register of Members as on September 7, 2015. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

E . STATE OF COMPANY AFFAIRS

Growth of the Company is highly dependent on the textile industry situation, with large customer base for the Company's products. During the financial year 2014-15, the Company could not achieve the target growth in the sales revenues on account of competitive market situation and overall stagnation faced by textile industry. High volatility in prices of intermediate products were also responsible for decline in the sales volume of dyes and pigments. During the year, though there was increase in sales volume of Ink Products for digital printing, the prices of Ink products reduced significantly due to entry of new players in the industry.

The Company expects a significant shift towards digital printing in the textile industry leading to sizeable growth in the consumption of Ink Products. The Company has well positioned itself for digital printing, the prices of Ink products for catering such projected jump in demand.

During the year under review, the Company has incurred the capital expenditure of Rs 153.51 lacs towards improvements in production capacity and testing facilities.

There was no change in business activity of the Company during the Financial Year 2014-15.

F. CHANGES IN THE SHARE CAPITAL

There was no change in share capital of the Company during the Financial Year 2014-15.

G . HUMAN RESOURCE MANGEMENT

A detailed section on Human Resource/Industrial Relations is provided in the Management Discussion and Analysis Report, which is a part of this Annual Report (Annexure - 6).

H . PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with the Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report (Annexure - 1).

The Company did not have any employee who was employed throughout the Financial Year 2014-15 and was in receipt of remuneration not less than Sixty Lacs.

The Company also did not have any employee who was employed for the part of the Financial Year 2014-15 and was is in receipt of remuneration for any part of that year which in aggregate was not less than Five Lacs per month.

No employee of the Company who was employed throughout the Financial Year 2014-15 or a part thereof was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in aggregate, is more than the remuneration of the Managing Director and holds by himself or along with his/her spouse and dependent children not less than two percent of equity shares in the Company.

I. CORPORATE SOCIAL RESPONSIBILITY

Your Company strongly believes and emphasis on returning back to the society the benefits earned by it through business operated. Your Company contributes to society by way of contribution for promotion of education through Sharadchandra Shoorji Trikamdas Charitable Trust; who in turn contribute to the Deccan Education Society, which is in the process of setting up an educational institution at Mumbai.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee comprising of following three directors:

Shri Prakash M. Kale (Chairman)

Shri Rajendra M. Desai (Member)

Shri Sharadchandra S. Kothari (Member)

Details about the CSR Policy and initiatives taken by the Company on CSR during the year are available on our website having weblink www.jaysynthdyestuff.com/pdf/csr policy.pdf. The Report on our CSR activities and its implementation is annexed to this report (Annexure - 2).

J. CORPORATE GOVERNANCE

The Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the annual report. A certificate from the Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance (Annexure - 3).

Board Meetings

The Board of Directors met Four (4) times during the Financial Year 2014-15. The details of which are given in the Corporate Governance Report which forms part of Directors' Report.

Nomination and Remuneration Poiicy

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the following policies:

1 Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.

2 Policy For Determining Qualifications, Positive Attributes, Independence of an Independent Director and Criteria For Evaluation is annexed to Directors' Report (Annexure - 4 & 4.1)

Famiiiarisation Programme for !ndependent Directors'

Every Independent Director is issued a Letter of Appointment setting out in detail, terms of appointment, duties and responsibilities of Director. In compliance with the provisions of the Clause 49 of the Listing Agreement, the Company had issued formal letters of appointment to the Independent Directors'. The terms and conditions of appointment of Independent Director is available on the Company's website & can be accessed at httD://www.iavsvnthdvestuff.com/Ddf/ Appointment Letters JDiL.pdf

The induction for Independent Directors includes interactive sessions with Executive Director, Business and Functional Heads. The Independent Directors are also informed regarding all the updates in matters of Companies Act, 2013 and other applicable laws as and when required.

The details of familiarisation programme has been displayed on the company's website link: http://www.jaysynthdyestuff.com/pdf/FAMiUARiSATiON PROGRAMME.pdf.

Annuai Performance Evaiuation of Board, Committees of Board and individuai Directors

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria recommended by the Nomination and Remuneration Committee, the Board evaluated its own performance, having regard to various criteria such as composition of the Board, Board process, decision making process at the Board meeting, information shared at the Board, frequency of the Board Meeting and updation of knowledge relating to the business and laws at the Board meeting. Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, Risk Management Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as composition of the Committee, Committee process, decision making process at the Committee meeting, information shared at the Committee meeting, frequency of the Committee Meeting and updation of knowledge relating to the business and laws at the Committee meeting etc. The Board was of the unanimous view that all the committee were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individuai Directors:

a) independent Directors: In accordance with criteria recommended by the Nomination and Remuneration Committee which was approved by the Board, the performance of each independent director was evaluated by entire Board of Directors (excluding the Director being evaluated) on various parameters like as educational and professional background, industry experience standing in the profession. The Board expressed its satisfaction on performance of the Independent Directors. The Board also acknowledged and appreciated the inputs and expertise provided by all the Independent Directors on matters relating to business of the Company.

b) Non independent Directors: In accordance with the criteria recommended by the Nomination and Remuneration Committee which was approved by the Board, the performance of each non independent director was evaluated by the Board of Directors (excluding the Director being evaluated) the various criteria considered for the purpose of evaluation included educational and professional background, industry experience standing in the profession. Further Independent Directors at its separate meeting also evaluated the performance of non independent directors. The Board and Independent Director expressed their satisfaction on performance of the Non Independent Director.

Detail regarding criteria for evaluation is annexed to the Directors' Report (Annexure - 4.1).

Declaration from independent Director

The Company has received the necessary declaration from each independent director in accordance with Section 149 (7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, stating that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Directors and Key Managerial Personnel

During the Financial year 2014-15, the Company had appointed Shri. Sharadchandra S. Kothari (DIN: 00184421) as a Managing Director for a period of 5 (Five) years commencing from November 13, 2013 to November 12, 2018 by passing a Special Resolution at the Annual General Meeting held on September 19, 2014.

Further the Company had appointed Shri. Rajendra M. Desai (DIN: 00403784), Shri. Prakash M. Kale (DIN: 00151379), Shri. Bhavesh V. Panjuani (DIN: 03188032) and Shri. Kulinkant N. Manek (DIN: 06374052) as Independent Directors for a period of 5 (Five) years commencing from September 19, 2014 to September 18, 2019 by passing an Ordinary Resolution at the Annual General Meeting held on September 19, 2014.

Company had appointed Shri. Mangesh N. Patil as Chief Financial Officer (CFO) with effect from May 28, 2014.

Company had appointed Smt. Jyoti N. Kothari (DIN:07143429), as an Additional Director under Woman and Non Executive category w.e.f. March 30, 2015, whose office is upto the date of the ensuing Annual General Meeting.

Shri. Sharadchandra S. Kothari (DIN: 00184421), Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment. The Board of Directors of the Company recommends his re-appointment. Shri. Sharadchandra S Kothari after being reappointed as a director immediately on retirement by rotation, shall continue to hold his office of Managing Director, and his reappointment as such director shall not be deemed to constitute a break in his appointment as Managing Director.

Shri. Chandrakant C. Bhagwat, Company Secretary and Compliance officer of the Company resigned with effect from April 25, 2015 and Company had appointed Ms. Pooja P. Niphadkar as a Company Secretary and Compliance Officer with effect from May 28, 2015.

Directors' Responsibiiity Statement

In compliance of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that we 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 profit and loss of the company for that period;

c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis; and

e. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Clause 49 of the Listing Agreement reconstituted Audit Committee. It comprises of three Non-Executive and Independent Directors, viz; Shri. Prakash M. Kale, Shri. Rajendra M. Desai and Shri. Kulinkant N. Manek.

The Chairman of the Committee is Shri. Rajendra M. Desai.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board of Directors of the Company held on May 28, 2014, the Board of Directors aligned the terms of reference and scope and functioning of the Audit Committee with the new requirements of the Companies Act, 2013 and Listing Agreement norms.

The Company Secretary acts as Secretary to the Committee.

Adequacy of interna! Financiai Controis

The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. The Internal Auditor of the Company conduct Audits of various departments to ensure that the necessary controls are in place. The Audit Committee of the Board reviews these and the Company, when needed, takes corrective actions. Related Party Transactions

In compliance with the requirements of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on the website of the Company at http://www.iavsvnth.com/ pdf/Re!ated party transaction oolicv.odf. Further all the Related Party Transactions during the year were done in the ordinary course of business and were on arm's length basis within the meaning of the Companies Act, 2013. The disclosure of Related Party Transactions as required under the Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 annexed to the Directors' Report (Annexure - 5).

Material Related Party Transactions within the meaning of Clause 49 of the Listing Agreement with BSE Ltd. i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company, for which approval of the shareholders of the Company is sought at the ensuing AGM.

Vigil Mechanism/Whistie Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Company has formulated and adopted a whistle blower policy which will enable all the employees, directors and other stakeholder to raise and report their genuine concerns. The Company has uploaded the Whistle Blower Policy/ Vigil Mechanism Policy on the website of the Company.

The web link of the Policy is http://www.iaysynthdyestuff.com/pdf/Whistle Blower Policy.pdf. There were are no personnel who were denied access to access to Audit Committee during the Financial Year 2014-15.

Prevention of Sexua! Harassment at Workpiace

The Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at work place in line with the requirements of the sexual harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 (the "Act") and Rules made there under constituted an Internal Complaints Committee (ICC).

The Company has zero tolerance towards sexual harassment and values dignity of individuals and strives to provide a safe and respectable work environment for all its employees. The Company is committed to providing an environment which is free of discrimination, intimidation and abuse.

During the financial year 2014-15, the Company has not received any complaint from any employee during the financial year 2014-15.

Risk Management Committee

Every Company's activities are exposed to various risk and concerns associated such as market risks, risk of changes in monetary policy. The Company has to identify such risks and take actions to mitigate the same. With a view of the same though not mandatory company a good governance practice formulated a Risk Management Committee.

The Risk Management Committee had proposed a Risk Management Policy for the Company to the Board of Directors, which was later adopted by the Board at its meeting. The Policy entails a process of management of risks associated with the business of the Company.

Risk Management is an ongoing process within the organisation. The Company has a robust risk management framework to identify, assessment, reporting and monitoring of the risk associated with the business of the Company.

The elements of risk identified by the Board as required under Section 134(3)(n) of the Companies Act, 2013, are listed under the Management Discussion and Analysis Report under the heading - Risks and Concerns (Annexure - 6).

Subsidiaries, Joint Ventures or Associate Companies

No company became or ceased to be a subsidiary, joint venture or associate company during the Financial Year 2014-15. Auditors

Statutory Auditors

The Auditors, M/s. C.J. Shah & Associates, Chartered Accountants, Mumbai having Firm Registration No. 109522W and holding valid Peer Review Certificate shall retire at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

As per the requirement of Section 139 of the Companies Act, 2013, the Company has already obtained consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Cost Audit Report for the Financial Year 2013-14 was filed on due date. For the year under review the cost audit is not applicable pursuant to the amendment in Companies (Cost Records and Audit) Rules, 2014.

Secretaria! Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to conduct Secretarial Audit and annexe with its Directors' report, a Secretarial Auditor Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed M/s. Kaushal Dalal & Associates, Practicing Company Secretaries as a Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2014-15 and their report is annexed to this Directors' report. (Annexure 7). Secretarial Auditor has mentioned only one observation in its report, which is regarding non-filing of MGT-10 for intimating the change in shareholding of more then 2% in Promoter Group. In connection, with the Secretarial Auditor's observation in the report, it is clarified that the nonfiling of MGT -10 in respect of change in the shareholding position under the Promoter Group within 15 days from the date of the acquisition of the shares i.e July 25, 2014 is technical lapses and has occurred inadvertently.

Extract of Annua! Return

Extract of Annual Return of the Company in Form MGT-9 is annexed to this Report. (Annexure 8)

Significant & Material Orders passed by the Regulators or Courts.

During the Financial Year 2014-15 there were no significant or material orders passed by any Court or Regulators involving the Company.

Particulars of Loans, Guarantees or investments

There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report. (Annexure 9).

Deposits covered under Chapter V of the Companies Act, 2013

Your Company has not accepted any public deposits under Chapter V of Companies Act, 2013, during the Financial Year 2014-15.

K. GREEN INITIATIVES

Ministry of Corporate Affairs encourages and supports green initiatives in Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses. Your Company appeals to its shareholders, who are yet to register their E-mail addresses and take necessary steps for registering the same so that they can also become a part of the green initiative and contribute towards a greener environment.

L. ACKNOWLEDGEMENT AND APPRECIATION

Board of Directors acknowledges and places on record their appreciation towards its employees at all levels for their hard work, solidarity, cooperation and support.

Board also acknowledges and places on record their appreciation to Customers, Vendors, Dealers, Investors, Business Associates, Bankers, Government and Regulatory Authority and BSE Limited for their continued support.

For JAYSYNTH DYESTUFF (INDIA) LIMITED

Parag S. Kothari Chairman & Joint Managing Director Place : Mumbai DIN:00184852

Date : June 25, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Ninth Annual Report and Audited Statement of Accounts for the year ended March 31, 2014.

1. Financial Results:

The financial results of your Company for the year ended March 31,2014 as compared to the previous year ended March 31, 2013 are summarized below:

(Rs'' in lacs)

Particulars Year ended Year ended March March 31, 2014 31, 2013

Revenue from Operations 12922.17 12246.56

Other Income 244.35 90.63

Total Income 13166.52 12337.19

Profit before extraordinary items & depreciation 1379.38 1105.01

Depreciation (93.54) (80.03)

Profit before Tax 1285.84 1024.98

Provision for Tax & Wealth Tax (379.63) (218.46)

Deferred Tax (0.00) (98.00)

Tax expenses (0.03) (6.69)

Profit after Tax 906.18 701.83

Balance Brought Forward 1920.61 1448.78

Deferred tax Liability (38.57) (30.00)

Profit available for appropriation 2788.22 2120.61

Appropriations

Proposed dividend (17.38) (0.00)

Tax on dividend (2.95) (0.00)

Transfer to general reserve (200.00) (200.00)

Balance Carried to Balance Sheet 2567.89 1920.61

2. Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 0.20 (20%) per Equity Share of Rs. 1/- for the financial year 2013-14, subject to the approval of Members of the Company at the ensuing Annual General Meeting.

The dividend together with tax thereon for the year entails cash out flow of Rs. 20.33 lacs. The dividend will be paid to members whose names appear in the Register of Members as on September 06, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. Review of operations:

The Company has registered a better performance over previous year, despite of challenging macro economic conditions, high inflation and negative business sentiments prevailing across the industry.

During the year under review, revenue from operations was Rs.12,922.17 lacs as against Rs.12,246.56 lacs registered during previous accounting year. Profit before tax during the year was Rs.1285.84 lacs as against Rs.1,024.98 lacs registered during previous accounting year. Net profit after tax for the year under review was Rs. 906.18 lacs as against Rs. 701.83 lacs registering an increase of 29.12%.

4. Investment in Jaysynth (Europe) Limited:

During the year under review, the Company considered it appropriate to make investment of Rs. 5.16 crores in Jaysynth (Europe) Limited a U.K based Company, (thereby acquiring 42.55% stake in the Jaysynth (Europe) Limited), as a strategic investment to increase the market share and customer base for its products and also for deploying the available surplus funds for business opportunities. Jaysynth (Europe) Limited has its own marketing and administrative office located at Unit F-12, Building No. 46, Birdhall Lane, Cheadle Health Stockport, SK3, OXA, England, U.K.

5. Finance:

During the year under review, your Company has not borrowed any funds from any financial institution or bank; this makes your Company a zero debt Company.

6. Fixed Deposits:

Your Company has not accepted any fixed deposits from public during the year under review. Hence, it is not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

7. Directors:

Shri Prakash M. Kale and Shri Kulinkant N. Manek, Directors of the Company, retire by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Shri Prakash M. Kale and Shri Kulinkant N. Manek have offered themselves for appointment as an Independent Director for a period of five years from the date of ensuing Annual General Meeting to be held on September 19, 2014 to September 18, 2019. Further, Shri. Rajendra M. Desai and Shri. Bhavesh V. Panjuani, Directors whose period of office is subject to retirement by rotation have also offered themselves for appointment as Independent Directors for a period of five years from the date of ensuing Annual General Meeting to be held on September 19, 2014 to September 18, 2019 in terms of Section 149 and any other applicable provisions of the Companies Act, 2013. The Company has received requisite disclosures/ declarations from all Independent Directors viz, Shri Prakash M. Kale, Shri Kulinkant N. Manek, Shri. Rajendra M. Desai and Shri. Bhavesh V. Panjuani as required under the relevant provisions of Companies Act, 2013.

The Company has received notices under Section 160 of Companies Act, 2013 from Members signifying their intention to propose Shri Prakash M. Kale, Shri Kulinkant N. Manek, Shri. Rajendra M. Desai and Shri. Bhavesh V. Panjuani as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

As per Section 152 of the Companies Act, 2013, Shri. Nikhil S. Kothari, Director of the Company, retire by rotation at the ensuing Annual General meeting and offers for re-appointment.

Profiles of all these Directors have been given in the Notice of the ensuing Annual General Meeting of the Company.

8. Auditors:

The Company''s Auditors, M/s. C.J. Shah & Associates, Chartered Accountants, Mumbai bearing Firm Registration No.109522W retires by rotation as the Statutory Auditors of the Company.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable. You are requested to re-appoint them as the Statutory Auditors of the Company for the financial year 2014-15.

9. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgoings:

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and form part of this Report. Information regarding foreign exchange earnings and outgo is also given in the Annexure ''I'' forming part of this Report.

10. Cost Auditors:

The Board of Directors, in pursuance to the Section 148 of the Companies Act, 2013, have appointed M/s. S.D. Shenoy, Cost Accountants, as the Cost Auditors of the Company to carry out the audit of the cost accounts relating to organic and inorganic chemicals of the Company for the financial year 2014-15, subject to approval of Members and Central Government, if any. The Cost Audit Report for the financial year 2012-13 has been filed on due date. The Cost Audit Report for the financial year ended March 31, 2014 will be filed within 180 days from the end of the financial year.

11. Particulars of Employees:

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

12. Director''s Responsibility Statement:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that:

i. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2014 and of the Profit or Loss of the Company for the year ended on that date.

iii. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

13. Corporate Governance:

The Company is committed to compliance standards, ensuring checks and balances between the Board and Management, as well as a sustainable approach to create value for all stakeholders. As stipulated under clause 49 of the listing agreement, Report on Corporate Governance is appended to this report as Annexure ''II''. Also, Auditor''s Certificate confirming the compliance with the conditions of corporate governance is attached herewith.

14. Management Discussion and Analysis Report:

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on Management Discussion and Analysis Report is appended to this report as Annexure ''III''.

15. Industrial Relations:

The Company continued to maintain harmonious and cordial relations with employees at all levels.

16. Acknowledgments:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by employees at all levels. Your Directors also wish to place on record their grateful appreciation for assistance and support extended by Syndicate Bank, HDFC Bank Ltd. and Kotak Mahindra Bank Ltd., all shareholders, customers, suppliers, government authorities and other business associates.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Parag S. Kothari Chairman & Joint Managing Director

Mumbai : May 28, 2014

---

Mar 31, 2013

The Directors hereby present their Twenty Eighth Annual Report for the year ended March 31,2013.

1. Financial Results:

The financial results of your company for the year ended March 31, 2013 as compared

to the previous year ended March 31, 2012 are summarized below:

(Rs. In Lacs)

Particulars Year ended Year ended March 31. 2013 March 31, 2012

Revenue from Operation 12246.56 9172.68

Other Income 90.33 25.14

Total Income 12337.19 9197.82

Profit before extraordinary items & depreciation 1105.01 689.31

Depreciation (80.03)

Profit before Tax 1024.98 624.37

Provision for Tax & Wealth Tax (218.46) (126.57)

Deferred Tax (98.00) (41.70)

Tax expenses (6.69)

Profit after Tax 701.83 456.10

Deferred Tax Liability (30.00) (140.00)

Transfer to General Reserve (200.00) (200.00)

Preference Dividend including Dividend (1.69)

Distribution Tax

Balance Brought Forward 1448.79 1334.38

Balance Carried to Balance Sheet 1920.61 1448.79



2. Dividend :

Considering present economic environment & prevailing business opportunity, directors consider it prudent to conserve financial resources hence, do not recommend any dividend for the year ended March 31, 2013.

3. Review of operations :

During the year under review revenue from operation is Rs.12,246.56 lacs as against Rs.9,172.68 lacs registered during previous accounting year. Net Profit during the year was a,024.98 lacs as against Rs.624.37 lacs registered during previous accounting year. Net profit after tax for the year under review was Rs.701.83 lacs as against W56.10 lacs an increase of 53.87%.

4. Finance:

During the year under review, your Company has not borrowed any funds from any financial institution or bank, this makes your Company a zero debt company.

5. Fixed Deposits:

Your Company has not accepted any fixed deposits from public during the year under review. Hence, it is not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1955.

6. Directors:

Shri Rajendra M. Desai & Shri. Bhavesh Virsen Panjuani retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

The Board of Directors at its meeting held on 27th May, 2013, appointed Shri Kulinkant Nathubhai Manek as an Additional Director, who will hold office as Director up to the date of the forthcoming Annual General Meeting. A notice in writing has been received from a member of the Company under Section 257 of the Companies Act, 1956 signifying his intention to propose Shri Kulinkant Nathubhai Manek as a candidate for the office of Director of the Company.

7. Particulars of Employees :

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

8. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgoings:

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and form part of this Report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this Report.

9. Auditors:

The Company''s Auditors, M/s. C.J.Shah & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

10. Director''s Responsibility Statement:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2013 and of the profit or loss of the Company for the year ended on that date.

iii. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

12. Cost Accounting Records :

Cost accounting records for the year ended March 31, 2013 were maintained as per Cost Accounting Records Rules. Subject to approval of the Central Government, the Company has appointed Mr. S. D. Shenoy, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the financial year 2013-14. Your Company has filed the Cost Audit Report and Cost Audit Compliance Report in respect of financial year 2011-12. The Cost Audit Report for the financial year ended March 31, 2013 will be filed within 180 days from the end of the financial year.

13. Corporate Governance :

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company''s auditors confirming compliance is set out in the Annexure forming part of this report.

14. Management Discussion and Analysis Report:

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on Management Discussion and Analysis Report is appended to this report.

15. Industrial Relations:

The Company continued to maintain harmonious and cordial relations with employees at all levels.

16. Acknowledgment:

The Board of Directors places on record it''s sincere appreciation for the dedicated services rendered by employees at all levels. Your Directors also wish to place on record their grateful appreciation for assistance and support extended by Syndicate Bank, and HDFC Bank Ltd., all shareholders, customers, suppliers, government authorities and other business associates.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PARAG S. KOTHARI

Mumbai: 27th May, 2013 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors hereby present their Twenty Seventh Annual Report for the year ended March 31, 2012.

1. Financial Results :

The financial results of your company for the year ended March 31, 2012 as compared to the previous year ended March 31, 2011 are summarized below:

(Rs.in Lacs)

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Revenue from Operation 9172.68 9425.87

Other Income 25.14 29.97

Total Income 9197.82 9455.84

Profit before extraordinary items & depreciation 689.31 682.31

Depreciation (64.94) (48.92)

Profit for the Year 624.37 633.39

Provision for Tax & Wealth Tax (126.57) (128.63)

Excess/(Short) Provision for Tax & FBT - (0.02)

Deferred Tax (41.70) (58.00)

Profit after Tax 456.10 446.74

Deferred Tax Liability (140.00) -

Transfer to Capital Redemption Reserve - (70.00)

Transfer to General Reserve (200.00) (200.00)

Preference Dividend including Dividend Distribution Tax (1.69) -

Balance Brought Forward 1334.38 1157.64

Balance Carried to Balance Sheet 1448.79 1334.38

2. Dividend :

Considering present economic environment, Directors consider it prudent to conserve financial resources do not recommend any dividend for the year ended March 31, 2012.

3. Review of operations :

During the year under review revenue from operation is Rs. 9172.68 lacs as against Rs. 9425.87 lacs registered during previous accounting year. Net Profit during the year was Rs. 624.37 lacs as against Rs. 633.39 lacs registered during previous accounting year. Net profit after tax for the year under review was Rs. 456.10 lacs as against Rs. 446.74 lacs an increase of 2.10%.

4. Finance :

During the year under review, your Company has not borrowed any funds from any financial institution or bank this, makes your Company a zero debt company.

5. Fixed Deposits :

Your Company has not accepted any fixed deposits from public during the year under review. Hence, it is not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1955.

6. Preference Shares :

During the year under review your company redeemed 7,00,000 Preference Shares of Rs. 10/- each.

7. Directors :

Shri. Nikhil S. Kothari retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The Board of Directors at its meeting held on 14,h November, 2011, appointed Shri Bhavesh V. Panjuani as an Additional Director, who will hold office as Director up to the date of the forthcoming Annual General Meeting. A notice in writing has been received from a member of the Company under Section 257 of the Companies Act, 1956 signifying his intention to propose Shri Bhavesh V. Panjuani as a candidate for the office of Director of the Company.

8. Particulars of Employees :

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

9. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgoings :

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and form part of this Report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this Report.

10. Auditors :

The Company's Auditors, M/s. C. J. Shah & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

11. Director's Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2012 and of the profit or loss of the Company for the year ended on that date.

iii. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

12. Cost Accounting Records :

Cost accounting records for the year ended March 31, 2012 were maintained as per Cost Accounting Records Rules. Subject to approval of the Central Government, the Company has appointed Mr. S. D. Shenoy, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the financial year 2012-13. The Cost Audit Report in respect of financial year 2011-12 will be filed on or before due date i.e. 27.09.2012.

13. Corporate Governance :

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's auditors confirming compliance is set out in the Annexure forming part of this report.

14. Management Discussion and Analysis Report :

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on Management Discussion and Analysis Report is appended to this report.

15. Industrial Relations :

The Company continued to maintain harmonious and cordial relations with employees at all levels.

16. Acknowledgment :

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to place on record their gratitude to Syndicate Bank, and HDFC Bank Ltd. for their continued support during the year. Your Directors, also wish to thank valued investors, customers, dealers, suppliers and agents for their support and faith reposed in the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Parag S. Kothari

Chairman & Managing Director

Mumbai : 30th May, 2012

---

Mar 31, 2011

To the Members,

The Directors hereby present their Twenty Sixth Annual Report for the year ended March 31, 2011.

1. Financial Results :

The financial results of your company for the year ended March 31, 2011 as compared to the previous year ended March 31, 2010 are summarized below:

(Rs. in Lacs)

Particulars Year ended Year ended March 31, 2011 March 31, 2010

Gross Sales 9377.44 8641.60

Other Income 417.98 228.74

Total Income 9795.42 8870.34

Profit before extraordinary items & depreciation 682.31 655.07

Depreciation (48.92) (37.57)

Profit for the Year 633.39 617.50

Provision for Tax & Wealth Tax (128.63) (106.42)

Excess/(Short) Provision for Tax & FBT (0.02) 0.10

Deferred Tax (58.00) 79.25

Profit after Tax 446.74 590.43

Transfer to Capital Redemption Reserve (70.00) 0.00

Transfer to General Reserve (200.00) (250.00)

Balance Brought Forward 1157.63 817.20

Balance Carried to Balance Sheet 1334.37 1157.63

2. Dividend :

The Directors do not recommend any dividend for the year ended March 31, 2011 with a view to plough back the profit for the growth requirement of business.

3. Review of operations :

The Net sales for the year ended March 31, 2011 was Rs. 9377.44 lacs, with increase of 8.51%, as against Rs. 8641.60 lacs for the corresponding previous year. Operating margins were under pressure due to increase in input cost and expenses. Net profit after tax is lower as compared to previous year on account of higher tax incidence. The company is slowly consolidating its position in highly competitive business segment in which it operates.

4. Finance :

During the year under review, your Company has not borrowed any funds from any financial institution or bank.

5. Fixed Deposits :

Your Company has not accepted any fixed deposits from public during the year under review. Hence, it is not required to furnish information in respect of out standing deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1955.

6. Directors :

Shri. P.M Kale retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

7. Particulars of Employees :

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

8. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgoings :

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and form part of this Report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this Report.

9. Auditors :

The Company's Auditors, M/s. C. J. Shah & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

10. Director's Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2011 and of the profit or loss of the Company for the year ended on that date.

iii. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

11. Cost Accounting Records :

Cost accounting records for the year ended March 31, 2011 were maintained as per Cost Accounting Records Rules. M/s. S. D. Shenoy & Company, Cost Accountants are to be appointed as Cost Auditors of the Company with the approval of Central Government to audit the cost accounts for the year ended March 31, 2012.

12. Awards and Accolades :

Basic Chemicals, Pharmaceuticals & Cosmetics Export Promotion Council (CHEMEXIL) has bestowed to your Company "GOLD AWARD" for outstanding export performance in 'Dyes and Dye Intermediates Panel' during 2007-2008 on 6'" January, 2011.

13. Corporate Governance :

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's auditors confirming compliance is set out in the Annexure forming part of this report.

14. Management Discussion and Analysis Report :

As per clause 49 of the listing agreement with the Stock Exchange, a separate section on Management Discussion and Analysis Report is appended to this report.

15. Industrial Relations :

The Company continued to maintain harmonious and cordial relations with employees at all levels.

16. Acknowledgment :

Your Directors wish to place on record their gratitude to the Syndicate Bank, and HDFC Bank Ltd. for their continued support during the year. Your Directors, also wish to convey their thanks to the valued customers, dealers, suppliers and agents for their co-operation during the year. Your Directors, also place on record their appreciation of the contribution made by all employees during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Parag S. Kothari Chairman & Managing Director Mumbai : 30th May, 2011

---

Mar 31, 2010

The Directors hereby present their Twenty Fifth Annual Report for the year ended March 31, 2010.

1. FINANCIAL RESULTS:

The financial results of your company for the year ended March 31, 2010 as compared to the previous year ended March 31, 2009 are summarized below:

(Rs. in Lacs)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Gross Sales 8641.61 8102.54

Other Income 276.59 240.13

Total Income 8918.20 8342.67

Profit before extraordinary items & depreciation 655.07 747.91

Depreciation (37.57) (21.42)

Profit for the Year 617.50 726.49

Provision for Tax (Including FBT) & Wealth Tax (106.42) (88.37)

Excess/Short Provision for Tax & FBT 0.10 1.60

Deferred Tax Assets 79.25 72.87

Profit after Tax 590.43 712.59

Transfer to General Reserve (250.00) (250.00)

Balance Brought Forward 817.20 354.61

Balance Carried to Balance Sheet 1157.63 817.20



2. DIVIDEND:

The Directors do not recommend any Dividend for the year ended March 31, 2010 with a view to plough back the profit for the growth requirement of business.

3. YEAR IN RETROSPECT:

The performance of your Company during the year under report registered an improvement over the previous year. The total sales for the period under review were Rs.8641.61 Lacs as against Rs. 8102.54 Lacs registered during the previous year. Your Company has made profit after tax of Rs. 590.43 Lacs during the year under review as against Rs.712.59 Lacs during the previous year.

During the year under review, production of Dyes, Pigments and Inks was 1705 M.T. as against 1393 M.T. during the previous year.

4. FINANCE:

During the year under review, your Company has not borrowed from any financial institution or bank.

5. FIXED DEPOSITS :

Your Company has not accepted any fixed deposits from public during deposit the year under review. Hence, it is not required to furnish information in respect of out standing deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1955.

6. DIRECTORS:

Shrt. R.M Desai retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

7. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of employees forms a part of this report. However, having regard to the provisions of Section 219(1)(b)(iv)of the said Act, the Annual Report excluding the aforesaid statement is being sent to all the members of the Company. Any member interested in obtaining the copy of this statement may write to Shri. Mangesh Patil, Chief Manager Accounts and Compliance Officer at the Registered Office of the Company.

8. CONSERVATION OF ENERGY.TECHNOLOGY.ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GOINGS:

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and form part of this Report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this Report.

9. AUDITORS:

The Companys Auditors, M/s.C.J.Shah & Associates, retire at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment.

10. DIRECTOR RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2010 and of the profit or loss of the Company for the year ended on that date.

iii. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

iv. the Annual Accounts have been prepared on a going concern basis.



11. COST ACCOUNTING RECORDS:

Cost accounting records for the year ended March 31, 2010 were maintained as per Cost Accounting Records Rules. M/s. S.D.Shenoy & Company, Cost Accountants were appointed as Cost Auditors of the Company with the approval of Central Government to audit the cost accounts for the year ended 31st March, 2010.

12. AWARDS AND ACCOLADES:

Basic Chemicals, Pharmaceuticals & Cosmetics Export Promotion Council (CHEMEXIL) has bestowed on your Company "FIRST AWARD" under Dyes and Intermediate Panel - LSM, for the outstanding Export Performance for the year 2005-2006.

13. CORPORATE GOVERNANCE:

As per clause 49 of the Listing Agreement with the Stock Exchange, a separate Section on Corporate Governance Practices followed by the Company together with a certificate from the Companys Auditors Conforming compliance is set out in the Annexure forming part of this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the listing Agreement with the Stock Exchange, a separate Section on Management Discussion and Analysis Report is appended to this Report.

15. INDUSTRIAL RELATIONS:

The Company continued to maintain harmonious and cordial relations with employees at all levels.

16. ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude to the Syndicate Bank, HDFC Bank Ltd. for their continued support during the year. Your Directors, also wish to convey their thanks to the valued customers, dealers and agents for their continued patronage during the year. Your Directors, also place on record their appreciation of the appreciation of the contribution made by all employees during the year under review.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PARAG S. KOTHARI

MUMBAI: 09th August, 2010 CHAIRMAN & MANAGING DIRECTOR.