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Jiya Eco Products

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Download Annual Report PDF Format 2016 | 2015
Directors Report Year End : Mar '17    Mar 15

BOARD OF DIRECTOR''S REPORT

To

The Members

JIYA ECO-RPODUCTS LIMITED

The Directors take pleasure in presenting the 06th Annual report together with the Audited financial accounts for the Year ended 31stMarch, 2017.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows: (Rs in Lakhs.)

Sr. No.

Particulars

31.03.2017

31.03.2016

1

Net Total Income

5202.28

3388.38

2

Less: Operating and Admin. Expenses

(4334.59)

(2797.13)

3

Profit before depreciation and Taxes

867.69

591.25

4

Less: Depreciation

(228.15)

(174.35)

5

Add: Extraordinary/Exceptional Items

-

-

6

Profit before interest and tax(PBIT)

639.54

416.90

7

Less: Interest

(185.62)

(121.85)

6

Profit before Tax (PBT)

453.92

295.05

7

Less: Taxes (including deferred tax and fringe benefit tax)

(1.44)

(19.21)

8

Profit after Tax (PAT)

455.36

275.84

9

Balance brought forward from previous period

-

-

10

Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15

-

-

11

Net profit carried to Balance Sheet

455.36

275.84

FINANCIAL HIGHLIGHTS

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 51.96 Crore in the year 2016-17 (increase by 53.77%) as compared to Rs. 33.79 Crore in the previous year. PAT has increased by 65.085% from Rs 275.84 Lakh in 2015-16 to Rs 455.37 Lakh in 2016-17.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2017 was Rs 12,00,00,000 (Rupees twelve crore) divided into 1,20,00,000 (One crore twenty lakhs) equity shares of Rs 10 each.

During the financial year 2017-18, an Extra ordinary general meeting was held on May 25, 2017 and the Authorized Share Capital was increased to Rs 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity shares of Rs 10 each.

During the Financial year, the paid up share capital of the Company has increased from 8,93,03,140 (Rupees Eight Crore Ninety Three Lakh Three Thousand One Hundred Forty) divided into 89,30,314 (Eighty Nine Lakh Thirty Thousand Three Hundred and Fourteen) equity shares of Rs. 10 each to Rs 10,71,63,770 (Rupees Ten Crore Seventy-One Lakh Sixty Three Thousand Seven Hundred and

Seventy) divided into 1,07,16,377 (One Crore Seven Lakh Sixteen Thousand Three Hundred and Seventy seven) equity shares of Rs 10 each.

The increase in shares was due to Bonus Shares issued by the Company in the ratio of 1:5 (i.e. One bonus share for every five shares held as on the record date)

BONUS

In the financial year 2016-17, the Company had allotted 17,86,063 fully paid-up Equity shares of face value Rs 10 each to the shareholders of the Company in proportion of 1:5 (i.e. one bonus share for every five shares held as on the record date) and consequently the number of equity shares increased from 89,30,314 to 1,07,16,377.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March, 2017. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or associate Companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RELATED PARTY TRANSACTIONS

All transactions that were entered into with the related party/parties during the financial year 201617 were on an arm''s length basis and were in the ordinary course of business.

As per Section 134 (3) (h) of the Companies Act, 2013 (“Act”) and Rules made thereunder, disclosure of particulars of transactions entered by the Company with related parties are annexed herewith in Form AOC 2 as Annexure - A

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2016-17.

TRANSFER TO RESERVES

The Company has transferred current year''s profit of Rs. 455.37 (Rs in Lakh) to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

DIRECTORS - Retire by Rotation- Mr. Harshad Monpara

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Harshad Monpara, Non Executive Director (DIN: 05147699) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible, he offer himself for re-appointment.

- Appointment as Managing Director

During the financial year 2016-17, Mr. Yogesh Patel (DIN: 05147701) was appointed as Managing Director in the Board Meeting held on June 16, 2016 and the said appointment was approved by the shareholders in its Annual General Meeting held on July 16, 2016.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholder''s Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed in the Annexure B.

MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year

During the year 12 meetings of the Board of Director''s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.

Date on which board Meetings were held

1.

21st April 2016

2.

18th May 2016

3.

16th June 2016

4.

16th July 2016

5.

29th July 2016

6.

16th August 2016

7.

29th Sept. 2016

8.

14th Nov. 2016

9.

30th Jan. 2017

10.

02nd March 2017

11.

16th March 2017

12.

24th March 2017

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr.

No.

Name of Director

Category of Director

No. of Board Meetings Attended

Attendance at the last AGM

No. of Committee/ membership in which he/she is a Member or Chairperson

1

Mr. Bhavesh J. kakadiya (DIN: 05147695)

Managing Director -Chairman

12

YES

Member in one Committee

2

Mr. Yogesh Patel (DIN: 05147701)

Managing Director

12

YES

None

3

Mr. Harshad Monpara (DIN : 05147699)

Non-Executive Director

11

YES

None

4

Mrs. Hetal Kakadiya (DIN: 0773147)

Woman Non- Executive Director

11

YES

Member in two Committees

5

Mr. Nitin Kapadia (DIN: 06553638)

Independent Director

11

YES

Member in one Committee and Chairman in one Committee

6

Mr. Tushar Patel (DIN: 07180750)

Independent Director

11

YES

Member in one Committee

7

Mr. Jiten Shah (DIN: 07068199)

Independent Director

11

YES

Chairman in one Committee

8

Mr. Nimish Jani (DIN: 07074047)

Independent Director

11

YES

Member in one Committee and Chairman in one Committee

COMMITTEES

There are three Committees constituted as per Companies Act, 2013. They are:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Shareholders & Investor''s Grievance Committee

1) Audit Committee

During the year, 6 Audit Committee meetings were held, on the following dates 01-04-2016, 2104-2016, 18-05-2016, 16-08-2016, 14-11-2016 and 02-03-2017.

Sr.

No.

Name

Designation

Position in committee

No. of Meetings Attended

1

Mr. Jitenkumar Y. Shah

Non-executive Independent Director

Chairman

6

2

Mr. Bhavesh J. Kakadiya

Managing Director

Member

6

3

Mr. Tushar H. Patel

Non-executive Independent Director

Member

6

2) Nomination and Remuneration Committee

During the year 2 Nomination & Remuneration Committee meetings were held on 21-04-2016 and on 14-11-2016.

Sr.

No.

Name

Designation

Position in Committee

No. of Meetings Attended

1

Mr. Nimish H. Jani

Non-Executive Independent Director

Chairman

2

2

Mrs. Hetal B. Kakadiya

Non-Executive Independent Director

Member

2

3

Mr. Nitin Kapadia

Non-Executive Independent Director

Member

2

3) Stakeholder''s Relationship Committee

During the year 2 Stakeholder''s Relationship Committee meetings were held on 14-11-2016 and 02-03-2017.

Sr.

No.

Name

Designation

Position in Committee

No. of Meetings Attended

1

Mr. Nitin Kapadia

Non-Executive Independent Director

Chairman

2

2

Mrs. Hetal B. Kakadiya

Non-Executive Independent Director

Member

2

3

Mr. Nimish H. Jani

Non-Executive Independent Director

Member

2

4) Independent Director Meeting:

Independent Directors of the company met once during the year on 24th March 2017, as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Fire incident took place at the plant location of the Company situated at Survey number-202/2, Navagam, Vallabhipur Taluka, Near Ayodhyapuram, Bhavnagar-364313, Gujarat, on 04th May, 2017, around 03.30 P.M.

Fortunately, there has been no loss or injury to human life. There has also been no damage to the plant constructed. The fire exactly broke out at the open place where the raw material was stored. The fire was controlled within the time. Fire tender also helped in dousing the fire. The production was disrupted for 2-3 hours. The Company has claimed the actual loss from Insurance Company.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as Annexure - C.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - D.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

i) Auditors

a) Statutory Auditors

In the 05th Annual General Meeting held on 16th July, 2016, M/s PARY & Co., Chartered Accountants, Ahmadabad having FRN: 007288C was appointed as Statutory Auditors of the Company until the Conclusion of the 10th Annual General Meeting of the Company, subject to ratification of re-appointment by the members at every Annual General Meeting.

Your Directors recommend the ratification of their appointment as Statutory Auditors of the Company till the conclusion of the 07th Annual General Meeting to be held in the year 2018.

b) Auditors Report

The report of the Statutory Auditors along with Notes to Accounts are enclosed to this report. The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

ii) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Nirav Soni & Co., Practising Company Secretary, Ahmadabad have been appointed as a Secretarial Auditors of the Company in the meeting of the Board of Directors held on 24th March 2017. The report of the Secretarial Auditor is enclosed as Annexure-E.

iii) Internal Auditor

The Company continues to engage M/s Ankit J Shah & Co., Chartered Accountants as Internal Auditor of Company. During the year, the company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes or safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

DISCLOSURE OFEMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2016-17.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-F.

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as Annexure G.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as Annexure H.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of the Audit Committee is responsible for issue pertaining to same.

SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.

On behalf of Board of Directors

JIYA ECO-PRODUCTS LIMITED

Bhavesh J. Kakadiya

Managing Director

(DIN:05147695)

Ahmadabad,

July 04, 2017

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