Mar 31, 2018
To,
The Members of
Shri Jagdamba Polymers Limited
Ahmedabad
The Directors hereby present the 34thAnnual Report together with Audited Statement of Accounts for the year ended on March 31, 2018 which they trust, will meet with your approval.
1. FINANCIAL RESULTS:
Particulars |
Year Ended 31.03.2018 (Rs. In Lakhs) |
Year Ended 31.03.2017 (Rs. In Lakhs) |
Operational Income |
17911.74 |
14720.77 |
Other Income |
40.31 |
49.78 |
Profit before Interest, Depreciation & Taxes |
2903.78 |
1797.90 |
Less: |
||
Finance Cost |
188.80 |
312.46 |
Depreciation |
352.38 |
372.52 |
Current Tax Provision |
764.00 |
249.00 |
Deferred Tax Provision |
(48.60) |
292.44 |
Total |
1256.58 |
1226.42 |
Net Profit after Tax |
1647.20 |
571.48 |
Add: Balance of profit brought forward from previous year |
2500.37 |
2039.43 |
Balance Profit available for appropriation |
4147.57 |
2610.91 |
Less. (1) Proposed Dividend |
8.76 |
8.76 |
(2) Prov. For Tax on Dividend |
1.80 |
1.78 |
4137.01 |
2600.37 |
|
Less: Transferred to General Reserve |
500.00 |
100.00 |
Balance carried to Balance Sheet |
3637.01 |
2500.37 |
The financials of the Company are required to be prepared under IND AS, a new set of Accounting Standards. The financials for the previous financial year have also been restated in line with the requirements of IND AS. Accordingly, the figures may not be comparable with the financials prepared under the then prevailing accounting standards.
2. OPERATIONS:
The total sales and other income during the year have been Rs.17952.05 Lakhs (P.Y. Rs. 14770.55 Lakhs) showing growth of 21.54% in the year under consideration. The Companyâs Profit for the year before depreciation, interest and taxation has been Rs. 2903.77 Lakhs (P.Y. Rs.1797.90 Lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs.1647.20 Lakhs (P.Y. Rs. 571.48 Lakhs) showing increase of 288.23% in the year under consideration. The working of the Company improved in F.Y. 2017-18 on all fronts and directors are hopeful for better results for F.Y. 2018-2019.
3. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:
There were no events to report that has happened subsequent to the date of the financial statements.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY.
There has been no material change in the nature of business during the period under review.
5. TRANSFER TO RESERVES:
The company has transferred Rs.500.00 Lakhs to General Reserve during the year.
6. DIVIDEND:
The Board of directors has recommended a dividend of Rs. 0.10/- per equity share of Rs. 1/- (@10%) at its meeting held on May 29, 2018 resulting in an estimated outflow of about Rs. 10.54 lakhs (inclusive of dividend distribution tax) for approval of shareholders at the Annual General Meeting. The proposed dividend takes into consideration current and anticipated future resource requirements of the business.
7. IND AS STANDARDS:
Your Company had adopted IND AS with effect from April 1, 2017 pursuant to the notification dated February 15, 2015 under Section 133 ofthe Companies Act, 2013 issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published IND AS Financials for the year ended March 31, 2018 along with comparable financials for the year ended March 31, 2017 together with opening statement of Assets and Liabilities as on April 1, 2016. The quarterly results published by the Company during the financial year 2017-18 were also based on IND AS. These have been published in newspapers and also made available in the Companyâs website www.shrijagdamba.com and the website of the stock exchanges where the shares of the Company are listed.
8. NUMBER OF BOARD MEETINGS:
The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings. During the year the Board of Directors met 09 times. The details of the Board Meetings are provided in the Corporate Governance Report.
9. Details of Directors / Key Managerial Personnel Appointed / Resigned:
The Board of the Company consists of six directors.
Mr. Ramakant Bhojnagarwala is the Managing Director of the Company. He was appointed for a period of 3 years with effect from October 01, 2016.
Mr. Kiranbhai Bhailalbhai Patel is the Whole Time Director of the Company. He was appointed for a period of 5 year with effect from October 01, 2017.
Mr. Vikas Srikishan Agarwal, is the Executive Director of the Company. Further, there are three Independent Directors on the Board of the Company.
In accordance with the provisions of Companies Act, 2013, Mr. Vikas Srikishan Agarwal retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The details as required under Regulation 36(3) ofthe SEBI (LODR) Regulations 2015 regarding Mr. Vikas Srikishan Agarwal are published as part ofthe Notice calling the Annual General Meeting.
- Key Managerial Personal:
As stipulated under Section 203 of the Companies Act, Mr. Ramakant Bhojnagarwala, Managing Director, Mr. Kiranbhai Bhailalbhai Patel, Whole Time Director, Mr. Vikas Srikishan Agarwal , Executive Director, Mr. Anil Parmar, Chief Financial Officer and Mr. Kunjal Jayantkumar Soni, Company Secretary have been designated as the Key Managerial Personnel of the Company.
During the year under the review, Miss. Dhruvi Patel, Company Secretary of the company had ceased to hold office w.e.f. 14.02.2018 and Mr. Kunjal Jayantkumar Soni was appointed as company secretary of the company w.e.f. 14.02.2018.
10. DECLARATION BY INDEPENDENT DIRECTORS:
As required under Section 149(7) ofthe Companies Act, 2013 all the Independent Directors on the Board ofthe Company have individually issued the stipulated annual declaration confirming that they meet all the criteria of independence as stipulated under the Act.
11. COMMITTEES OF THE COMPANY:
The Company had formed various committees namely Audit Committee, Nomination Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee and detailed here in under Corporate Governance Report
12. DIRECTORâS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act, your Directors report that:
(a) In the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
13. DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies.
14. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 of the Company made up as on the financial year ended March 31, 2018 is attached by way of Annexure II. This is also made available in the website of the Company www.shrijagdamba.com. Those interested may visit our website and see the details of MGT-9.
15. AUDITORS AND AUDITORâS REPORT:
Members of the Company at the 30th Annual General Meeting of the Company have appointed M/s. Loonia & Associates, Chartered Accountants as auditors of the Company upto 35th Annual General Meeting of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013
This is the fifth consecutive year that he has been appointed their remuneration would be fixed in line with the recommendation of Audit Committee and as duly approved by the Board of Directors.
The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) ofthe Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditorâs Report are Self-explanatory and do not call for any further comments.
The statutory auditor has issued a clean report on the financial of the company and has not issued any qualification for the financial year ended March 31, 2018
16. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended March 31, 2018 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is attached herewith which forms part of the Directors Report as âAnnexure - IIIâ. The observations in their report are self-explanatory. The Board of Directors had appointed M/s. Jalan Alkesh & Associates, Practising Company Secretary as Secretarial auditors of the company for 3 years i.e. 2016-17, 2017-18 and 2018-19 to conduct the secretarial audit of the company.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under section 134 (3) (m) ofthe Companies Act 2013 read with Rule 8 ofthe companies (Accounts) Rule, 2015 is given below:
Steps taken or impact on conservation of energy.
In line with the Companyâs commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company in this direction at its units located at areas under:
a. Additional capacitor banks have been installed.
b. We have made optimum use of electrical motors and day light resources at plant.
c. Installation of LEDs at several locations.
d. Captive use through Installation of windmill Turbine.
The steps taken by the company for utilising alternate sources of energy:
The company had installed windmill Turbine which reduces cost of power and fuel, the same is owned by the company.
The Capital investment on energy conservation equipment.
During the year under review, Company has not incurred any capital expenditure on energy conservation.
A. TECHNOLOGY ABSORPTION:
1. Efforts, in brief, made towards technology absorption, adaptation & innovation:
Efforts are made to improve the various production processes and Company had Establishment of Virtual simulation and durability testing for new product and process initiatives.
2. Benefits derived as a result of above efforts:
With the measure adopted by the company, there is substantial saving in energy consumption thereby reduction in cost of production.
3. Technology imported: NIL
4. Expenditure incurred on Research and Development:
During the year under review, Company has not incurred any Expenditure on Research and Development.
C. RESEARCH & DEVELOPMENT:
The Company has no specific Research & Development Department. However, the Company has quality control department to check the quality of products manufactured. The Company holds certification of ISO 9001:2015 which applies quality system with in line and standards as prescribed.
D. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The details of foreign exchange earnings and outgo are disclosed under Note 37 of the Notes to financial statements for the year 2017-18.
18. DEPOSIT:
The Company has not accepted any deposits during the period under review as envisaged under Section 73,74 & 76 of the Companies Act, 2013.
19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companyâs operation in future.
20. INTERNAL FINANCIAL CONTROLS:
The Company has an adequate internal financial control to support the preparation of the financial statements.
21. PARTICULARS OF LOANS/GUARANTEES/INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013:
The Company has not given any loan/guarantee or provided any Security or made any investment to any person (except those required for business purpose).
22. RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Companyâs website.
23. CORPORATE SOCIAL RESPONSIBILITY:
As required under Section 134 (o) read with Section 135 (1) ofthe Companies Act, 2013,the Company has constituted a Corporate Social Responsibility Committee. The Committee has Ramakant Bhojnagarwala, as the Chairperson, Mr. Vikas Srikishan Agarwal and Mr. Ashish Ashokkumar Bhaiya as the Members of the said Committee. The Committee formulated a policy on CSR and the Board of Directors approved the same. The policy as required under Section 135 (4) (a) ofthe Companies Act, 2013 has been uploaded on the Companyâs website www. shrijagdamba.com. The Company promotes education especially in smaller talukas/ district. The Company had also contribute funds in NGOâs where they contribute funds towards the upliftment of poor children and their education. The Companyâs policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013. The annual report on CSR activities is enclosed by way of Annexure - IV to this report. The Company, has expended about Rs. 17.03 lakhs during the financial year towards its CSR initiatives.
24. RELATED PARTY TRANSACTIONS:
As required under Section 188 ofthe Companies Act, 2013 and Regulation 23 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company places before the audit committee the list of related parties from whom they buy raw materials or finished goods, to whom the Company extends services or exports goods. The details of the basis of pricing and the margins on such transactions are also tabled. The Audit Committee accords its omnibus approval for such related party transactions on an annual basis. The updates on the transactions with the related parties are placed before the audit committee on a quarterly basis. The details are also placed before the Board of Directors for its information. As required under Regulation 23 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a policy on related party transactions and the same was approved by the Audit Committee and the Board of Directors. The said policy has been uploaded on the companyâs website www.shrijagdamba.com. All the transactions with the related parties entered into during the period under review have been in the ordinary course of business and at armsâ length basis. There have been no material related party transactions entered into during this period. However, the Company obtained an approval from the Shareholders in their 33rd Annual General Meeting - special resolution for the related party transaction with Shakti Polyweave Private Limited and M/s Shri Tech Tex as an associate Company and partnership firm. The details of related party transactions pursuant to Clause (h) ofsub-section (3) ofSection 134 ofthe Act, is enclosed in form no. AOC 2 as Annexure- V
25. FORMAL ANNUAL EVALUATION:
As required under Section 134(3)(p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the performance of Independent Directors. Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their separate meeting held on 14thAugust, 2018 evaluated the performance of the non independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties. Also as required under Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company at its meeting. The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion / integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholders relationship and corporate social responsibility committee were also assessed on the above parameters and also in the context of the committeeâs effectiveness vis-a-vis the Act and the listing regulations.
26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The requisite details as required by Section 134 (3) (e). Section 178 (3) & (4) and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached herewith as âAnnexure - VIIââ.
27. FINANCE:
During the year the Company had repaid Rs. 669.94 Lakhs against Term loan.
28. ENVIRONMENT, HEALTH AND SAFETY:
The Company continued its commitment to industrial safety and environment protection and all its factories have obtained its ISO 9001:2015 certification.
29. CAUTIONARY STATEMENT:
Certain statements in this Directorsâ Report may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.
30. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2018 - 2019. 95.70 % of the shares are held in dematerialized form.
31. REGISTRAR AND SHARE TRANSFER AGENT:
The Company had changed its Registrar & Share Transfer Agent from M/s Cameo Corporate Limited, Chennai to M/s Skyline Financial Service Private Limited, New Delhi with effect from April 9, 2018. The shareholders are requested to kindly note the changes made there under and also requested to communicate with the new RTA as appointed by the Company.
The Communication details of New Registerand shareTransferAgent (RTA) i.e. Skyline Financial Services Private Limited is as under: Name SKYLINE FINANCIAL SERVICES PVT.LTD
Address D-153 A, 1ST FLOOR OKHLA INDUSTRIAL AREA, PHASE-1, NEW DELHI - 110020 Tel 011-40450193 to 97
Web: www.skylinerta.com
Email ID (s) [email protected].
32. CHANGE IN SHARE CAPITAL:
As on March 31, 2018, there is no change in equity share capital. The Company had 506 shareholders as at the end of the year March 31, 2018 which comprises of 87,58,000 equity shares. During the year under review, the Company had changed its Face value from Rs 10/- per equity shares to Rs. 1/- per equity shares and necessary equity shares had been credited to respective shareholders account.
33. CORPORATE GOVERNANCE:
In terms of Chapter IV Regulation 15 Read with Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is made part of this Annual report as Annexure VI A certificate from the Statutory Auditors of the Company regarding compliance of the conditions stipulated for Corporate Governance as required under Clause E of Schedule V read with Regulation 34(3) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report. The declaration by the Managing Director addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34 (3) Chapter IV ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.
34. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Management Discussion & Analysis, are made part of this Annual Report as âAnnexure - Iâ
35. 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.
36. PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the statement containing particulars of top ten employees in terms of remuneration drawn as required under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has in place, policy on Prevention Prohibition and Redressal of Sexual harassment for women at workplace in accordance with the requirements ofThe Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.
39. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LODR) REGULATIONS, 2015:
Company does not have any shares in the demat suspense account or unclaimed suspense account during the year.
40. POLICIES:
The Company has adopted various policies based on the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policies are available on the Website of the Company i.e. www.shrijagdamba.com.
41. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the confidence reposed and continued support extended by its customers, suppliers and shareholders.
Your Board would like to place on record, its sincere appreciation to the employees for having played a very significant part in the Companyâs operations till date.
By order of the Board of Directors of
Shri Jagdamba Polymers Limited
Sd/-
Ramakant Bhojnagarwala
Place : Ahmedabad (Chairman cum Managing Director)
Date : 13/08/2018 (DIN : 00012733)
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 Marchâ 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 Companyâs 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. DIRECTORâS 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 Auditorâs Report are Self-explanatory and do not call for any further comments.
There is no qualification, reservation or adverse remarks made in the statutory auditorâs 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 Companyâs 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 Auditorâs Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report as âAnnexure I & IIâ
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year under report were on an armâs 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 âAnnexure -IIIâ 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 âAnnexure IVâ 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 âAnnexure-Vâ. 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 âAnnexure VIâ
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. |
||
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. |
||
Succession Planning Policy |
The Company has adopted the policy for succession planning policy and the same is hosted on website of the company. |
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. |
|
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. |
|
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. |
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 Marchà 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