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Directors Report of Shri Jagdamba Polymers Ltd.

Mar 31, 2016

DIRECTOR''S REPORT

To,

The Members of

Shri Jagdamba Polymers Limited Ahmedabad

The Directors hereby present the 32nd Annual Report together with Audited Statement of Accounts for the year ended on 31st March’ 2016 which they trust, will meet with your approval.

1. FINANCIAL RESULTS:

Year Ended

Year Ended

31.03.2016

31.03.2015

(Rs. in Lacs)

(Rs. in Lacs)

Operational Income

12014.33

11040.35

Other Income

248.38

211.73

Profit before Interest , Depreciation & Taxes

1462.00

1122.22

Less :

Finance Cost

318.60

383.04

Depreciation

401.38

273.08

Current Tax Provision

119.50

120.00

Deferred Tax Provision

120.14

11.80

Total

959.62

787.92

Net Profit After Tax

502.38

334.30

Add: Balance of profit brought forward from previous year

1572.59

1254.83

----------------

Balance Profit available for appropriation

2074.97

1589.13

Less. (1.) Proposed Dividend

8.76

8.76

(2.) Prov. For Tax on Dividend

1.78

1.78

----------------

2064.43

1578.59

Less: Transferred to General Reserve

25.00

6.00

Balance carried to Balance Sheet

2039.43

1572.59

2. OPERATIONS:

The total sales and other income during the year have been Rs. 12262.71 Lacs (P.Y. Rs. 11252.08 Lacs) The Company’s Profit for the year before depreciation, interest and taxation has been Rs. 1462.00 Lacs (P.Y. Rs. 1122.22 Lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 502.38 Lacs (P.Y. Rs. 334.30 Lacs).

3. TRANSFER TO RESERVES:

The company has transferred Rs. 25.00 lacs to General Reserve during the year.

4. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.00 per share equivalent to 10 % (ten percent) on the paid up share capital of the Company for the year ended 31.03.2016 (previous year Rs. 1.00 per share) to the Equity Shareholders if declared by the members at the Annual General Meeting to be held on 28th September, 2016. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the

shareholders, subject to the provision of Income Tax Act, 1961, as amended from time to time. However, the Company will have to pay dividend distribution tax as prescribed under the Income Tax Act, 1961.

5. FINANCE:

During the year the Company had availed Rs. 825.69 lacs as Term Loan and repaid Rs. 295.06 Lacs against Term loan.

6. DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 : Change in Nature of Company Business:

The Company is engaged in the business of manufacturing of Technical Textile and polymer products. There is no change in nature of Company Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned:

During the year in terms of provision of Section 152 (6) of the Companies Act, 2013 Mr. Vikas Agarwal, who retires by rotation and being eligible offers themselves for reappointment.

During the year under the review, all other Directors are continued to hold their office. However during the year Mr. Nirav Shah Company secretary of the company had ceased to hold office w.e.f 16.01.2016 and Mr. Krushang Shah had been appointed as company secretary of the company w.e.f

31.03.2016.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies.

Deposit :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future.

Internal Financial Controls:

The Company has an adequate internal financial controls to support the preparation of the financial statements.

7. INSURANCE:

The properties of the Company including building, plant and machinery, stock and materials stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

8. DIRECTOR’S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014. However Name of top ten employees (Excluding Directors and KMPS) in term of gross remuneration drawn are as under.

1. Shradhaben Hanskumar Agarwal

2. Pravin Chandubhai Patel

3. Manish Laxmanbhai Patel

4. Minesh Hargovinbhai Soni

5. Lukmanbhai Gafurbhai Vohra

6. Deepak Pravinkumar Patel

7. Pankaj Natwarlal Patel

8. Ramchandra Nagendraprasad Sinha

9. Dhirenkumar Rohitbhai Patel

10. Shaishav Ajaybhai Jhaveri

10. LISTING:

The Equity Shares of the Company are listed on Bombay Stock exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2016 - 2017.

11. AUDITORS AND AUDITORS REPORT:

The Auditors M/s. Loonia & Associates, Chartered Accountants, Ahmadabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Loonia & Associates, Chartered Accountants as a Statutory Auditor of the Company. Members of the Company at the 30th Annual General Meeting of the Company have appointed M/s. Loonia & Associates, Chartered Accountants as auditors of the Company up to 34th Annual General Meeting of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013 members are requested to ratify the appointment of the auditors for the balance term to hold office from the conclusion of the 32nd Annual General Meeting until the conclusion of the 34th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor’s Report are Self-explanatory and do not call for any further comments.

There is no qualification, reservation or adverse remarks made in the statutory auditor’s report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy :

Power & Fuel Consumption :

Current Year

Previous Year

Electricity:

2015-16

2014-2015

i) Purchased:

(a) Units

10407843

9302317

(b) Amount(Rs. in Lacs)

601.90

657.41

(c) Units/per litre of Diesel Oil

N.A.

N.A.

(d) Cost per unit ('')

5.78

7.07

ii) Own Generation:

(a) Units

13328

17216

(b) Amount(Rs. in Lacs)

2.16

3.64

(c) Units/per litre of Diesel Oil

3.26

2.88

(d) Cost per unit ('')

16.19

21.15

iii) Windmill Turbine

(a) Units

2795318

3027885

(b) Amount(Rs. in Lacs)

Nil

Nil

Steps taken or impact on conservation of energy.

In line with the Company’s commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company in this direction at its units located at areas under:

a. Additional capacitor banks have been installed.

b. We have made optimum use of electrical motors and day light resources at plant.

c. Installation of LEDs at several locations.

d. Captive use through Installation of windmill Turbine.

The steps taken by the company for utilizing alternate sources of energy:

The company had installed windmill Turbine which reduces cost of power and fuel, the same is owned by the company.

The Capital investment on energy conservation equipment.

During the year under review, Company has incurred Rs. 877.41 lacs capital expenditure on energy conservation.

B. TECHNOLOGY ABSORPTION

1. Efforts, in brief, made towards technology absorption, adaptation & innovation:

Efforts are made to improve the various production processes and Company had Establishment of Virtual simulation and durability testing for new product and process initiatives.

2. Benefits derived as a result of above efforts:

With the measure adopted by the company, there is substantial saving in energy consumption thereby reduction in cost of production.

3. Technology imported:

NIL

4. Expenditure incurred on Research and Development:

During the year under review, Company has not incurred any Expenditure on Research and Development

C. Research & Development:

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

D. Foreign Exchange Earnings and Expenditure:

-^^^-X--

The details of foreign exchange earnings and outgo are disclosed under Note 31 of the Notes to financial statements for the year 2015-16.

13. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE564J01018. As on 31st March, 2016 total 8,12,400 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

14. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Management Discussion & Analysis, Corporate Governance Report and Auditor’s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report as “Annexure I & II”

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report were on an arm’s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC - 2 is attached herewith as “Annexure -III” which forms part of the Directors Report

16. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013 :

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

17. RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company''s website

18. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015:

(a) Shri Ashish Ashokkumar Bhaiya

(b) Smt. Mudra Kansal

(c) Shri Kantilal Ishwarbhai Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

19. EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2016 is annexed as “Annexure IV” to this Report.

20. NUMBER OF BOARD MEETINGS

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings. During the year the Board of Directors met 12 times. The details of the Board Meetings are provided in the Corporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies act, 2013 all companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more During any Financial year are required to constitute a CSR committee. As per Audited statement of the company for March, 2016 companies net profit crosses Rs. 5 Crore and Board of Directors of the Company in their Board meeting held on 30.05.2016 constituted CSR committee and also frame the CSR policy which is also hosted on the website of the company.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

23. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2016 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is attached herewith which forms part of the Directors Report as “Annexure-V”. The observations in their report are self-explanatory. The Board of Directors had appointed M/s. Jalan Alkesh & Associates, Practising Company Secretary as Secretarial auditor of the company for 3 years i.e. 2016-17, 2017-18 and 2018-19 to conduct the secretarial audit of the company.

24. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board and their composition :

The performance of the Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR committee were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees 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 there under and the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The details of the composition of committees are provided in the Corporate Governance Report.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached herewith as “Annexure VI”

26. MATERIAL CHANGES AND COMMITMENTS:

The Company Raw material which was sent on job having approx value of Rs. 399.22 lacs has been destroyed in fire which took place on 10.05.2016 at the premises of the job contractor. The company had adequate insurance of the said material and company do not anticipate any loss from this incidence.

Mr. Kantilal Patel, Director of the Company had resigned from the post of Director w.e.f. 07th July, 2016 and Mr. Mahesh Gaurishanker Joshi has been appointed as Additional Director of the Company.

However there are no any other material changes and commitments which affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

27. Disclosure under Schedule V(F) of the SEBI (LODR) Regulations, 2015:

Company does not have any shares in the demat suspense account or unclaimed suspense account During the year.

28. Policies :

Name of Policy

Brief Description

Web Link

Code of Conduct

The Company has formulated and adopted code of Conduct for the Senior Management and officers of the Company.

www.shrijagdamba.com

Remuneration Policy

The policy formulated the criteria for determining qualifications, Competencies, Positive attitude and independence for appointment of a Director (Executive/Non Executive) and also the Criteria for determining the remuneration of the directors, Key Managerial Personnel and other employees.

www.shrijagdamba.com

Succession Planning Policy

The Company has adopted the policy for succession planning policy and the same is hosted on website of the company.

www.shrijagdamba.com

Risk Management Policy

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

www.shrijagdamba.com

CSR Policy

Board of Directors of the Company in their Board meeting held on 30.05.2016 constituted CSR committee and also frame the CSR policy which is also hosted on the website of the company.

www.shrijagdamba.com

Whistle Blower Policy

The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companies code of conduct and ethics.

www.shrijagdamba.com

29. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Jagdamba Group.

By order of the Board of Directors

Sd/-

Place : Ahmedabad Ramakant Bhojnagarwalla

Date : 12/ 08/2016 (Chairman cum Managing Director)


Mar 31, 2014

The Members of

Shri Jagdamba Polymers Limited Ahmedabad

The Directors hereby present the 30th Annual Report together with Audited Statement of Accounts for the year ended on 31st March'' 2014 which they trust, will meet with your approval.

Year Ended Year Ended 1. FINANCIAL RESULTS: 31.03.2014 31.03.2013 (in Lacs) (in Lacs)

Profit before Interest , Depreciation & Taxes 946.94 780.59

Less :

Finance Cost 303.03 225.21

Depreciation 225.41 197.03

Current Tax Provision 59.20 71.70

Deferred Tax Provision 44.98 (29.46)

Total 632.62 464.48

Net Profit After Tax 314.32 316.11

Add: Balance of profit brought forward from 956.76 656.83 previous year

Balance Profit available for appropriation 1271.08 972.94

Less. (1.) Proposed Dividend 8.76 8.76

(2.) Prov. for Tax on Dividend 1.49 1.42

1260.83 962.76

Less: Transferred to General Reserve 6.00 6.00

Balance carried to Balance Sheet 1254.83 956.76

2. OPERATIONS:

The total sales and other income during the year have been Rs.8995.36 Lacs compared to Rs.7395.86 Lacs in the previous year. The Company''s Profit for the year before depreciation, interest and taxation has been Rs.946.94 Lacs (P.Y. Rs.780.59 Lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs.314.32 Lacs (P.Y. Rs.316.11 Lacs).

3. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.1.00 per share equivalent to 10 % (ten percent) on the paid up share capital of the Company for the year ended 31.03.2014 (previous year Rs.1.00 per share) to the Equity Shareholders. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders, subject to the provision of Income Tax Act, 1961, as amended from time to time. However, the Company will have to pay dividend distribution tax as prescribed under the Income Tax Act, 1961.

4. FINANCE:

During the year the Company had taken '' 959.83 lacs as Term Loan and repaid '' 235.41 Lacs against Term loan.

5. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

6. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

7. DIRECTORS:

Shri Kiran B. Patel and Shri Vikas Agarwal, Director of the Company retire by rotation and being eligible offers themselves for reappointment. Smt. Mudra Kansal was appointed as an additional Director and in respect of whom the Company has received a notice in writing for the appointment as a Director of the Company.

During the year under the review, Shri B.S. Saini has resigned from the Board.

In terms of the provisions of the Companies Act, 2013 the independent Directors are not liable to retire by rotation. Accordingly the Board has ascertained the Directors who are liable to retire by rotation keeping in view the provisions of the Companies Act, 2013. The Board recommends for their reappointment.

8. SECRETARIAL COMPLIANCE REPORT:

As per the Companies (Amendment) Act 2000, every Company having paid up capital more than Rs.10.00 Lacs but less than Rs. 500.00 Lacs will be required to get its Statutory Registers audited by the practicing Company Secretary and to obtain Secretarial Compliance Report. Since the paid up capital of the Company is more than ''10.00 Lacs, the Statutory Registers are audited by M/s. Jalan Alkesh & Associates, practicing Company Secretary, whose Secretarial Compliance Report is attached herewith which is self explanatory.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March'' 2014, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors had 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 of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March 2014 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

11. LISTING:

The Equity Shares of the Company are listed on Bombay Stock exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2014 - 2015.

12. AUDITORS:

The Auditors M/s. G.C. Surana & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Loonia & Associates, Chartered Accountants as a Statutory Auditor of the Company.

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013

The Notes on Financial Statements referred to in the Auditor''s Report are Self-explanatory and do not call for any further comments.

Wind Mill Generation:

During the year under the review the Company has installed Windmill Turbine of 2.00 MW under captive mode. The location of the windmill turbine is at GGM- 102, Survey No 116/1, Village - Ankadiya, Dist. Surendranagar (Gujarat). The units generated will be set off against the units consumed for running the plant. The Windmill has generated 11, 15,802 Units from October 2013 to March, 2014. The Company had estimated that Wind Mill turbine will generate approx 40 Lacs units net per year. And will ultimate control on cost of power and savings in liability on account of taxation in view of depreciation.

The Company uses various forms of energy such as electricity, diesel oil, etc. Our industry is not very heavy consumer of energy. However, various steps in the form of checking are carried out to control energy consumption.

B. Research & Development:

The Company has no specific Research & Development Department. However, the Company has quality control department to check the quality of products manufactured. The Company holds certification of ISO 9001:2008 which applies quality system with in line and standards as prescribed.

C. Foreign Exchange Earnings and Expenditure:

During the year under review, the Company has earned foreign exchange of '' 7647.55 Lacs (previous year '' 5706.05 Lacs). There has been outgo of foreign exchange of '' 1683.43 Lacs (P.Y. '' 1507.35 Lacs) as provided in the notes to accounts.

14. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE564J01018. As on 31st March, 2014 total 8,05,400 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited (Bombay Stock Exchange), Management Discussion & Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

17. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Jagdamba Group.

By order of the Board of Directors

Place : Ahmedabad R.K. Bhojnagarwalla Date : 16/ 08/2014 (Chairman cum Managing Director)


Mar 31, 2012

The Members of Shri Jagdamba Polymers Limited Ahmedabad

The Directors hereby present the 28th Annual Report together with Audited Statement of Accounts for the year ended on 31st March' 2012 which they trust, will meet with your approval.

1. FINANCIAL RESULTS: Year Ended Year Ended 31.03.2012 31.03.2011 (Rs. in Lacs) (Rs. in Lacs)

Profit before Interest, Depreciation & Taxes 97.19 453.70

Less :

Finance Cost 269.93 171.43

Depreciation 176.95 105.47

Current Tax Provision 50.00 39.00

Deferred Tax Provision 34.82 16.75

Total 531.70 332.65

Net Profit after Tax 165.49 121.05

Add: Balance of profit brought forward from previous year 507.52 402.68

Balance Profit available for appropriation 673.01 523.73

Less. (1) Proposed Dividend 8.76 8.76

(2) Prov. for Tax on Dividend 1.42 1.45

662.83 513.52

Less: Transferred to General Reserve 6.00 6.00

Balance carried to Balance Sheet 656.83 507.52

2. OPERATIONS:

The total sales and other income during the year have been Rs. 5361.19 Lacs compared to Rs. 3862.98 Lacs in the previous year. The Company's Profit for the year before depreciation, interest and taxation has been Rs. 697.19 Lacs (P.Y. Rs. 453.70 Lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 165.49 Lacs (P.Y. Rs. 121.05 Lacs).

3. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.00 per share equivalent to 10 % (ten percent) on the paid up share capital of the company for the year ended 31.03.2012 (previous year Rs.1.00 per share) to the Equity Shareholders. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders. However, the Company will have to pay dividend distribution tax as prescribed under the Income Tax Act, 1961.

4. FINANCE:

During the year the Company had taken Rs. 98.85 lacs as Term Loan and repaid Rs. 244.19 Lacs against Term loan.

5. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

6. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

7. DIRECTORS:

Shri Kiran B. Patel and Shri B. S. Saini, retire by rotation and being eligible, offers themselves for reappointment. The Board recommends for their reappointment.

Shri Vikas Agrawal is proposed to be appointed as a Director of the Company. The Board recommends for his appointment.

8. SECRETARIAL COMPLIANCE REPORT:

As per the Companies (Amendment) Act 2000, every Company having paid up capital more than Rs. 10.00 Lacs but less than Rs. 500.00 Lacs will be required to get its Statutory Registers audited by the practicing Company Secretary and to obtain Secretarial Compliance Report. Since the paid up capital of the Company is more than Rs.10.00 Lacs, the Statutory Registers are audited by M/s. Jalan Alkesh & Associates, practicing Company Secretary, whose Secretarial Compliance Report is attached herewith which is self explanatory.

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March' 2012, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors had 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 of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March' 2012 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Bombay Stock exchange. The Company is regular in payment of listing fees.

12. AUDITORS:

The Auditors M/s. G.C. Surana & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956 and the auditors are not disqualified for reappointment within the meaning of Section 226 of the said act. The Notes on Financial Statements referred to in the Auditor's Report are Self-explanatory and do not call for any further comments.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

B. Research & Development:

The Company has no specific Research & Development Department. However, the Company has quality control department to check the quality of products manufactured. The company has also got the certification of ISO 9001:2008 which applies quality system with in line and standards as prescribed.

C. Foreign Exchange Earnings and Expenditure:

The Company has earned foreign exchange of Rs. 3720.75 Lacs (previous year Rs. 2714.53 Lacs) during the year under review. There has been outgo of foreign exchange of Rs. 1506.42 Lacs (P.Y. Rs. 804.76 Lacs) as provided in the notes to accounts.

14. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE564J01018. As on 31st March, 2012 total 8,03,100 equity shares of the Company have been dematerialized. Members of the company are requested to dematerialize their shares.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

17. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Jagdamba Group.

By order of the Board of Directors

R.K. Bhojnagarwalla (Chairman cum Managing Director)

Place : Ahmedabad Date : 31/07/2012


Mar 31, 2010

The Directors hereby present the 26th Annual Report together with Audited Statement of Accounts for the year ended on 31st March 2010 which they trust, will meet with your approval.

1. FINANCIAL RESULTS Year Ended Year Ended

31.03.2010 31.03.2009

Amount(Rs.) Amount(Rs.)

Profit before Interest , Depreciation & Taxes 41674251 32201798

Less :

Interest (net) 14306234 7807012

Depreciation 10738444 8108617

Provision for Taxation:

-Current Tax 4650000 3200000

-Deferred Tax 587394 2136339

-Fringe Benefit Tax 0 111000

Total 30282072 21362968

Net Profit 11392179 10838830

Add/(Less). Prior Period adjustments (845) 1476

Net Profit after Taxation 11391334 10840306

Add: Balance of profit brought forward from previous year 30501193 21285529

-------- --------

Balance Profit available for appropriation 41892527 32125835

Less. (1.) Proposed Dividend 875800 875800

(2.) Prov. For Tax on Div. 148842 148842

-------- --------

40867885 31101193

Less: Transferred to General Reserve 600000 600000

============ ============

Balance carried to Balance Sheet 40267885 30501193

============ ============

2. OPERATIONS:

The total sales and other income during the year have been Rs.3231.43 Lakhs compared to Rs.2061.70 lakhs in the previous year. The Companys Profit for the year before depreciation, interest and taxation has been Rs. 416.74 lakhs (P.Y. Rs.322.02 lakhs) and the Net Profit after interest, depreciation & taxes are Rs. 113.91 lakhs (P.Y. Rs. 108.40 lakhs).

3. DIVIDEND:

Your Directors are pleased to recommend a dividend of Re. 1.00 per share equivalent to 10 % ( ten percent) on the paid up share capital of the company for the year ended 31.03.2010 (previous year Re. 1.00 per share) to the Equity Shareholders. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders. However, the Company will have to pay dividend distribution tax @ 15 % plus applicable surcharge and education cess, aggregating to about 16.995 % on the dividend amount so distributed.

4. FINANCE:

During the year under review, the Company had incurred Capital Expenditure of Rs. 258.43 Lacs which was financed out of Term Loan of Rs. 66.35 Lacs from Bank and balance Rs. 192.08 Lacs from internal accruals. During the year the Company had taken Rs.66.35 Lacs as Term Loan and repaid Rs. 85.00 Lacs towards the same Term loan. Further the Working Capital Limits (including Non Fund Based) has been increased from Rs. 1695.00 Lacs to Rs. 2168.00 Lacs.

5. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

6. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

7. DIRECTORS:

Shri B.S. Saini and Shri Kiran B. Patel, retire by rotation and being eligible, offers themselves for reappointment. The Board recommends for their reappointment. Smt. Shradha H. Agarwal has resigned as a Director of the Company with effect from 25th June, 2010.

8. CORPORATE GOVERNANCE:

Since the paid up capital of the Company is below Rs. 500.00 Lakhs, clause no. 49 of the Listing Agreement regarding the Corporate Governance is not applicable to the Company. However, the Company has initiated its efforts to implement the provisions of the clause.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March’ 2010, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors had 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 the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March 2010 on a going concern basis.

11. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

12. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock exchanges The Company is regular in payment of listing fees.

13. AUDITORS:

The Auditors M/s. G.C. Surana & Co., Chartered Accountants, Ahmedabad have retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy :

Power & Fuel Consumption : Current Year Previous Year

2009-2010 2008-2009

Electricity:

i) Purchased:

(a) Units 6168026 4754080

(b) Amount(Rs.) 35328022 26862851

(c) Units/per litre of Diesel Oil N.A. N.A.

(d) Cost per unit (Rs.) 5.73 5.65

ii) Own Generation:

(a) Units 33760 60000

(b) Amount(Rs.) 381961 754427

(c) Units/per litre of Diesel Oil 3.35 3.43

(d) Cost per unit (Rs.) 11.31 12.57

iii) Gas Consumption NIl NIL

The Company uses various forms of energy such as electricity, diesel oil, etc. Our industry is not very heavy consumer of energy. However, various steps in the form of checking are carried out to control energy consumption.

B. Research & Development:

The Company has no specific Research & Development Department. However, the Company has quality control department to check the quality of products manufactured. The company has also got the license under the ISO 9001-00 which applies quality system with in line and standards as prescribed.

C. Foreign Exchange Earnings and Expenditure:

The Company has earned foreign exchange of Rs. 19,5 1,73,239/- (previous year Rs. 12,31,37,893/-) during the year under review. There has been outgo of foreign exchange of Rs. 5,95,17,200/- (P.Y. Rs. 2,66,81,234/-) as provided in the notes to accounts.

15. DEMATERIALISATION OF SHARES :

The ISIN for the equity shares is INE564J01018. As on 31st March, 2010 total 653800 equity shares of the Company have been dematerialized. Members of the company are requested to dematerialize their shares.

16. MATERIAL CHANGES AND COMMITMENTS :

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and upto the date of the report.

17. APPRECIATION:

Your Directors acknowledge with gratitude the Co-operation and assistance given by the Bank and Staff of the Company for the year under report.

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS



802, Narnarayan Complex

Near Navrangpura Post Office s/d.

Navrangpura R.K. Bhojnagarwalla

Ahmedabad -380 009 (Chairman cum Managing Director) Date : 15/07/2010

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