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Directors Report of Shri Jagdamba Polymers Ltd.

Mar 31, 2023

With an immense pleasure, the Board of Directors of your Company presents the 39th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on March 31, 2023 are summarized below:

(Rs. in Lakh)

FINANCIAL RESULTS:

Year Ended

Year Ended

31.03.2023

31.03.2022

Operational Income

32773.62

36905.33

Other Income

861.45

804.78

Total Income

33635.06

37710.11

Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense

5308.23

7915.02

Less: Depreciation

819.32

795.32

Profit/loss before Finance, Costs, Exceptional items and Tax Expense

4488.91

7119.69

Less: Finance Cost

380.41

382.46

Profit/Loss before Exceptional Items and Tax Expense

4108.51

6737.23

Less: Exceptional Items

0

0

Profit/ (Loss) before tax

4108.51

6737.23

Current Tax Provision

1101.82

1599.56

Deferred Tax Provision

0.43

21.63

Profit / (Loss) for the year

3006.26

5116.05

Add: Balance of profit brought forward from previous year

17112.20

12031.19

Less: Dividend Paid

(43.79)

(35.04)

Balance Carried to Balance Sheet

20074.67

17112.20

OPERATIONS:

Total Income

During the Financial Year, it is noted that the total income for the financial year ended on March 31, 2023, amounted to ^33,635.06 Lakh, representing a decrease of 10.81 % compared to the total income of ^37,710.11 Lakh for the previous financial year ended on March 31, 2022.

Profit Before Tax

The profit before tax for the financial year ended on March 31,2023, amounted to ^ 4108.51 Lakh, representing a decrease of 39.02% compared to the profit before tax of ^ 6737.23 Lakh for the previous financial year ended on March 31, 2022.

Profit After Tax

The profit after tax for the financial year ended on March 31,2023, amounted to ^ 3006.26 Lakh, representing a decrease of 41.24% compared to the profit after tax of ^ 5116.05 Lakh for the previous financial year ended on March 31, 2022.

The company''s earnings per share for the financial year 2022-2023 was ^ 34.33.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Audited Financial Statements for the Financial Year 2022-2023, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

TRANSFER TO RESERVES

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year.

DIVIDEND

During the review period, the Company experienced a decrease in profit. However, considering the interests of our shareholders and in accordance with the Company''s established track record and practice, the Board of Directors, in its meeting held on August 14, 2023, has recommended a final dividend of ^0.50 per equity share of W- each for the Financial Year 2022-2023. This dividend amounts to ^43,79,000 and is subject to the approval of the Members at the ensuing Annual General Meeting.

Furthermore, if the dividend is approved by the shareholders at the ensuing Annual General Meeting, it will be disbursed to those members whose names appear in the Register of Members as beneficial owners on the record date, which is Friday, September 22, 2023. The Registrar & Transfer Agent of the Company will furnish the list of Register of Members for dividend distribution.

The shareholders are requested to note that the information pertaining to the Tax Deduction at Source on dividends paid which have become taxable in the hands of shareholders w.e.f. April 1, 2020 in pursuance to the amendment in Finance Act, 2020, has been mentioned in the notes to the Notice of this Annual General Meeting forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as ANNEXURE-K. certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report.

CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, Promoter Group, Key Managerial Personnel''s, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Code of Conduct for the Financial Year 2022-2023 has been received by the Company from the Chairman Cum Managing Director and is annexed to the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March 31,2023, the Board of Directors states that:

a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed and there is no material departure from the same;

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 profit 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 the 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 for the financial year ended March 31,2023 on a going concern basis;

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

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company''s CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company''s website.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in "ANNEXURE-F" which forms part of this Board Report.

Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance report which forms part of this Annual Report.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or reenactment thereof for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company.

NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company.

RISK MANAGEMENT

The company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Efficient risk management is the key to achieving short term goals and sustained value creation over the long term. A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

RISK MANAGEMENT POLICY

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism. For details, please refer Corporate Governance Report attached as a separate ANNEXURE - K.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

AUDITORS Statutory Auditor

M/s. Jaymin D. Shah & Co. Chartered Accountants, the Company''s former statutory auditor, resigned from their position on November 14, 2022. They cited their busy schedule and workload as the reason for their resignation.

The Board of Directors of the Company has appointed M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, as the new statutory auditor. The appointment is effective December 12, 2022, due to fill the casual vacancy in the office of the statutory auditor. The new auditor shall hold office until the next Annual General Meeting (AGM) of the Company.

The shareholders of the Company approved the appointment of M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, as the statutory auditors through Postal Ballot on December 12, 2022. The term of their appointment is to extend until the conclusion of the next AGM.

Considering exceptional performance of M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, the Board of Directors is delighted to propose the appointment of M/s S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants as our Statutory Auditors for the next five consecutive years. This appointment will commence from the conclusion of the upcoming 39th Annual General Meeting (AGM) and continue until the 44th Annual General Meeting (AGM) of the Company.

Internal Auditor

The Board of Directors has officially appointed M/s. Loonia & Associates, a well-respected firm of Chartered Accountants, to serve as the Internal Auditor for our esteemed Company for Financial Year 2022-23. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control.

With their expertise and experience, M/s. Loonia & Associates play a crucial role in evaluating and improving our internal financial processes and systems.

Secretarial Auditor

The Board of Directors has officially appointed M/s. G. R. Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor for out esteemed Company for Financial Year 2022-23.

The Secretarial Audit Report received from M/s. G. R. Shah & Associates, Practicing Company Secretary is attached herewith as ANNEXURE - G. During our audit, it was noted that the Company had not complied with the requirements of SDD Software as per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. In response to this, the Company has taken prompt action to rectify the situation. We are pleased to report that the Company has since installed SDD Software and has ensured compliance with the said regulations.

We would like to express our gratitude to M/s. G. R. Shah & Associates for their diligent efforts and valuable contribution to our company''s secretarial audit process.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owner undertakes the corrective action in their respective areas and thereby strengthen the internal controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as ANNEXURE - H to this Board Report.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.shriiagdamba.com.

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE - I.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in ANNEXURE - J which forms part of this Board Report.

MATERIAL CHANGES

Successfully acquired a piece of land measuring 45,845 square meters

We are thrilled to announce that we have successfully completed the acquisition of a piece of land measuring 45,845 square meters. This land is conveniently situated adjacent to our existing unit, which is located at Rupgadh Simej Road, Ta. Dholka, Dist. Ahmedabad. This strategic acquisition will enable us to expand our manufacturing facilities and further enhance our capabilities.

Change in Registered Office Address

We wish to inform you that the Board of Directors of the company at their meeting held on November 14, 2022 accorded their consent to shift the registered office of the Company within the local limits of the city of Ahmedabad, effective from November 15, 2022.

The previous address of the registered office was:

> 802 Narnarayan Complex, Nr. Navrangpura Post Office, Navrangpura Ahmedabad - 380009, Gujarat. The new address of the registered office is:

> Harmony, 4th Floor, Shree Vidhyanagar Co. Op. Housing Soc. Ltd, Opp. NABARD, Near Usmanpura Gardan, Usmanpura, Ahmedabad - 380014, Gujarat.

INFORMATION OF SUBSIDIARY / WHOLLY OWNED / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

BOARD MEETINGS

During the financial year under review, the Board of Directors of the Company met for 8 (Eight) times for considering and approval of various agenda items of the Company, which were circulated well in advance to the Board. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

KEY MANAGERIAL PERSONNEL

The Company boasts a team of dynamic, highly qualified, experienced, committed, and versatile persons in its management. These persons hold the designation of ''Key Managerial Personnel (KMPs)'' in compliance with the applicable provisions. We present below the details of the Key Managerial Personnel for the year under review:

Sr. No

Name

Designation

1

Mr. Ramakant Bhojnagarwala

Chairman cum Managing Director

2

Mr. Kiranbhai Bhailalbhai Patel

Whole Time Director

3

Mr. Anil Babubhai Parmar

Chief Financial Officer

4

Mr. Kunjal Soni

Company Secretary

(Resigned with effect from August 14, 2023)

BOARD OF DIRECTORS

The Company''s Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies, assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a high standard of governance to ensure the Company''s sustainable growth and development.

The details of size and composition of the Board of Directors:

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the following changes took place in the board structure of the Company:

> In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Vikas Srikishan Agarwal (DIN: 03585140), who was liable to retire by rotation at the Annual General Meeting held on September 28, 2022 and who had offered himself for re-appointment, was re-appointed.

> At the 38th Annual General Meeting of Shri Jagdamba Polymers Limited held on September 28, 2022, members of the Company passed a special resolution to re-appoint Mr. Kiranbhai Bhailalbhai Patel (DIN: 00045360) as a Whole-time Director for a period of five years, effective from October 1, 2022.

> At the 38th Annual General Meeting of Shri Jagdamba Polymers Limited held on September 28, 2022, members of the Company passed a special resolution to re-appoint Mr. Ramakant Bhojnagarwala (DIN:00012733) as the Chairman and Managing Director of the company for a period of five years, effective from October 1, 2022.

Others

> Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act.

> Also, pursuant to Schedule V(C)(10)(i) of Listing Regulations; the Company has received certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

> The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1 )(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These committees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for information or approval.

The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company.

For more details about the composition of these committees, meetings held, attendance, and other information, please refer to the Corporate Governance Report, which is included in this Annual Report.

The Board of Directors has the following committees:

Sr. No.

Name of Committee

1

Audit Committee

2

Nomination and remuneration committee

3

Stakeholders Relationship Committee

4

Corporate Social Responsibility Committee

BOARD EVALUATION:

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated.

OTHER STATUTORY DISCLOSURES Deposits

During the Financial Year 2022-2023, the Company has not accepted, renewed or pending any deposits under Sections 73 and 74 of the Companies Act, 2013 read with relevant rules thereof.

Investor Education and Protection Fund (IEPF)

The Company is in compliance with the provisions of the Sections 124 & 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended from time to time.

Share Capital

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. Further, as on March 31,2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at March 31, 2023 continues to stand same with no changes as per the details below:

Share Capital Structure (including Capital & No. of Shares)

Type of Capital

No. of Shares

Face Value (in K)

Total Share Capital (in K)

Authorized Share Capital

100000000

1

100000000

(Ten Crore)

(One)

(Ten Crore)

Issued, Paid Up and Subscribed Capital

8758000

(Eighty-Seven Lakh Fifty-Eight Thousand)

1

(One)

8758000

(Eighty-Seven Lakh Fifty-Eight Thousand)

Maintenance of Cost Record

During the Financial Year 2022-23, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Details of loans granted, investments undertaken, guarantees extended, and securities furnished, along with any specified utilization purposes by the beneficiaries if any, are comprehensively outlined in the Financial Statements'' accompanying notes. This documentation forms an integral segment of this Annual Report.

Listing:

The Equity Shares of the Company remain listed on "BSE Limited" as of now. The company has already paid the annual listing fees for the Financial Year 2023-2024 to maintain its listing status on BSE Limited.

In addition to that, the company has also paid the Annual Custody Charges for the Financial Year 2023- 2024 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Adherence to Statutory Compliances

During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances of the Act, Listing Regulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company. This unwavering commitment to compliance ensures that the Company operates within the legal framework, maintaining transparency and accountability in its operations. By upholding these standards, the Company strives to build trust among its stakeholders while fostering a culture of responsible corporate governance.

Significant and Material Orders Passed By the Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the Financial Year 2022-2023

Application under the Insolvency and Bankruptcy Code, 2016

During the year under review, your Company has neither made any application nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2023.

Details of settlement done with Banks or Financial Institutions

There were no instances of settlement with banks or financial institutions during this period. Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their continued guidance, assistance and co-operation. The Board also places on record its sincere appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all

the stakeholders for their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company''s performance and applauds them for their superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to build a stronger tomorrow.

As the Company is approaching the new Financial Year 2023-2024, with all your support, the Company will be able to overcome all the challenges for the times to come.


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 Company’s 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 Company’s 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. DIRECTOR’S 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 AUDITOR’S 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 Auditor’s Report are Self-explanatory and do not call for any further comments.

The statutory auditor has issued a clean report on the financial of the company and has not issued any qualification for the financial year ended March 31, 2018

16. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended March 31, 2018 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is attached herewith which forms part of the Directors Report as “Annexure - III”. 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 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 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 Company’s 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 Company’s 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 Company’s website www. shrijagdamba.com. The Company promotes education especially in smaller talukas/ district. The Company had also contribute funds in NGO’s where they contribute funds towards the upliftment of poor children and their education. The Company’s 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 company’s website www.shrijagdamba.com. All the transactions with the related parties entered into during the period under review have been in the ordinary course of business and at arms’ length basis. There have been no material related party transactions entered into during this period. However, the Company obtained an approval from the Shareholders in their 33rd Annual General Meeting - special resolution for the related party transaction with Shakti Polyweave Private Limited and M/s Shri Tech Tex as an associate Company and partnership firm. The details of related party transactions pursuant to Clause (h) ofsub-section (3) ofSection 134 ofthe Act, is enclosed in form no. AOC 2 as Annexure- V

25. FORMAL ANNUAL EVALUATION:

As required under Section 134(3)(p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the performance of Independent Directors. Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their separate meeting held on 14thAugust, 2018 evaluated the performance of the non independent Directors and the Board as a whole. They also reviewed the performance of the Chairman of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties. Also as required under Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company at its meeting. The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion / integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholders relationship and corporate social responsibility committee were also assessed on the above parameters and also in the context of the committee’s effectiveness vis-a-vis the Act and the listing regulations.

26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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 Directors’ Report may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in this Report.

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 “Annexure - I”

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 Company’s 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 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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